Is This A Nightmare Or A Dream
by Austchick
Summary: Max is captured after the pulse happens. She wakes up 6 years after her capture and can't remember anything that happened to her since that day. MA of course may take a while though
1. Chapter 1

Disclaimer: I do not own Dark Angel

A/N: G'day evry1, so this is my 1st ever fanfic so plz b nice. I hope u like it plz review.

Chapter 1

She was hiding under the stairs when the pulse hit. It wiped out all electronic devices and financially crippled America all in one day. Beside her was her foster sister Lucy. They were hiding from Lucy's abusive dad, the television had cut out and he was looking for someone to blame. She shuddered at the thought. Lucy still had the bruises from the last time he was angry.

"I think he's gone now Maxie." Lucy whispered.

The two girls crept out of thier hiding place. They slowly made their way around the corner towards the tiny bedroom they shared. Max heard him enter through the back door. _Usually he goes to the __pub when he can't find u__s _she thought feeling confused. She didn't notice that she had stopped walking. Lucy pulled on her arm and Max followed her but before they could enter the room that would safely keep them out of harms way someone else grabbed Max's arm too.

"Lucy, come with me." Her father yelled.

He was angry because he wasn't getting his daily dose of alcohol. Nearly every building in town was closed because of the pulse and people on the streets were looking to the Government for help. He let go of Max's arm and grabbed Lucy's instead. He rarely beat Max, her body healed quickly due to her transgenic genes and he didn't get the satisfaction he needed because of it.

He pulled Lucy away from Max and dragged her after him as he left for the living room. Before disappearing from Max's view Lucy looked at her with tears welling in her eyes and mouthed _GO_.

* * *

Max ran into the bedroom crying. She didn't want to leave Lucy alone with him but didn't know what else to do. Of course she could easily snap his neck but instead she grabbed her bag and stuffed clothes into it. She left via the back door and jumped the metre high fence with ease. She looked back at the house and felt a great surge of guilt but continued walking as far away as possible.

* * *

On the streets, by herself, Max didn't know what to do. She hadn't been free long and hardly knew how to act normal. She was scared. _Zack and Ben used to be there to protect me_she thought, _NO I'm a soldier not a defenceless little girl. _All around her people were panicking, they had lost all of thier money because of the pulse and when the Government hadn't fixed the problem many turned to violence and revenge. People were vandalising, robbing and burning any building they could see. Some people were sleeping on the side of the roads or huddled in a box with their family. 

Max began to run she wasn't that scared but other people were and when people get scared they get crazy and she didn't want to be around when that happened. Max ran for the better part of 3 hours she collapsed in a heap behind a dumpster in an alleyway and fell into a soft slumber.

Max didn't usually sleep but she was exhausted emotionally and physically. As she slept she dreamt of her old unit, they were her family and she loved them. It had been 6 months since she had seen any of them and it had been 6 months since they had escaped from their creator Manticore aka her childhood prison. Max had no idea who had survived or who had escaped but she hoped to God that she would see her beloved siblings again.

* * *

3 days had passed since Max had run away. She had been living on the streets, trying not to draw attention to herself. She knew Manticore was still hunting her but she would rather die than go back there. She knew she had to leave Seattle and start over somewhere else, that was the smart thing to do, that was what Zack would do. 

She had only eaten scraps and she was desperate for a real meal, she could easily steal something to eat or steal something to sell. _NO, if I got caught or seen doing something __u__mmmm... ...__ unusual I could be captured._

Max's first priority was erasing all traces of her ever being in Seattle so she headed off to the Child Services office. The Child Services office was across town, it would be difficult for her to get there. Over the last couple of days the Government decided to divide Seattle into sectors, it would hopefully restore order in the city and lower crime rates. Police monitored the checkpoints 24/7 and checked for ID's so Max had to sneak across 3 checkpoints before arriving at the office.

By the time she got to child services it was 3:00pm. It looked as though it was closed so she quietly picked the lock and listened out for any approaching footsteps. The security system had been disabled due to the increased price of electricity. Walking slowly, Max surveyed the room she found herself in.

There was a small waiting room to her right and a desk directly in front of her, she saw a door leading into a back room just behind the desk and decided that would be where the files were. She found that this door too was locked so as quickly as she could she picked this lock as well. Treading carefully she entered the small room, it had a small window above an ugly brown couch. There was nothing else in the room except a filing cabinet tucked away in the corner. She opened the filing cabinet and searched for her file finally she find Guevara, Max.

Max was about to exit the room when she was struck with an idea. She walked back to the filing cabinet and started to skim through the other folders, looking at the pictures rather than the names. She stopped suddenly, looking at the file of Roberts, John.

"Ben?"

A/N: I no it was short but 2 bad lol plz review even if u dnt like it. Feel free to tell me any of ur ideas or any changes you think i should make thanx

Austchick xx


	2. Chapter 2

A/N: Thanx to evry1 who reviewed, here is another chapter I hope u like it!!!!!

**Chapter 2**

Max was frozen on the spot, she knew that it was definitely Ben's picture in front of her. She often wondered how many of her siblings had escaped and if she would ever see them again. Max smiled to herself, Ben was always there for her back at Manticore. He'd tell her stories and make shadow puppets to cheer her up even when Zack objected.

While Max stood there deep in thought she didn't notice the door click shut nor did she hear someone enter the building.

Max had read through the information, committing it to her photographic memory and had put it everything back in place. Satisfied that no one would ever know that she was here she turned to leave but a closed door stood in the way, she grabbed the doorknob and turned it but it was locked from the other side. Getting frustrated she turned the doorknob roughly.

"Is there someone in there?" came a man's voice.

_Uh oh_ Max thought as she heard footsteps nearing the door. She looked around for exit and spotted the tiny window, she ran and jumped straight through the glass and landed easily on the ground outside. She had cuts on her face and arms but they would heal soon enough.

"What the?" asked the man's voice from inside the building. Max ducked around the corner just as he looked out of the window.

"Damn kids, throwing balls around" He muttered.

Max hadn't waited long enough to hear that though, she had only one thing on her mind.

_Ben is in Seattle and he's at South Seattle Primary School_

**3**** Days Earlier**

"X5-494 and X5-612, do you understand the objective of this mission?" Director Elizabeth Renfro asked the two ten year old soldiers in front of her.

"Yes Ma'm." They replied in unison.

"Your cover is that you are two foster children, both of your fathers are in jail and your mothers were unable to care for you, you have been enrolled in school and are not to draw any attention, understood?"

"Yes Ma'm"

Although all of this had already been discussed, this was the first time X5's had ever been sent out on a mission alone and Renfro knew that there was no margin for error.

She turned to 494.

"You are to report in everyday at 0800 hours, dismissed." They both saluted and left Renfro's office.

**Present Day**

Max made her way down the graffitied street towards a sector checkpoint. She easily snuck past the guards as they questioned a man who was found carrying over 3 guns. Luckily she knew where Ben's primary school was but had to cross three checkpoints to get there.

494 and 612 had been attending school for 2 days now, the mission was to get close to their teacher and find out information about her husband.

"Peter, what is 9x12?" Mrs. Collins asked.

"108" 612 answered politely.

"Correct, well done Peter."

Mrs. Collins was a kind woman. She always encouraged her students and only raised her voice when absolutely necessary. Both 494 and 612 liked her.

School was easy for them, they had learnt their times tables before the other children could talk but they often asked for help just to get closer to their teacher.

The bell rang signalling the end of school for the day.

"Okay everyone you are dismissed." Mrs Collins said. 494 even like the way she said that. To them, dismissed was always used harshly, more like get out of my sight than goodbye but Mrs. Collins said it with warmth and 494 wished someone like her was at Manticore.

494 thought all about Manticore, Mrs. Collins and Director Renfro as he walked out of school. _Why does the Director hate us so much?_ He wondered as he and 612 walked out of school and headed towards their temporary foster home.

Before 494 could question anything else about their lovely director, 612's voice snapped him back to reality.

"Someone is following us." He whispered it so quietly that only a transgenic with super-hearing could've heard it.

494 bent over and pretended to tie his shoelace, he looked around inconspicuously.

"What is their position?" He couldn't see anyone looking suspiciously at them but 612 was always better at noticing things like that.

"5'oclock." 494 didn't look, he suddenly got a feeling in the pit of his stomach, he now knew they were being watched. _Probably by one of Manticore's many enemies_ he thought to himself.

"I have a plan." He relayed the plan to 612 using subtle hand signals as they continued to walk.

They soon arrived at the end of the block, they waved goodbye to each other and headed off in different directions. 494 could feel someone following him as he turned the corner into an empty alley.

He waited silently and sure enough he heard soft footsteps nearing the corner, if everything was going according to plan 612 would have doubled back and was waiting to provide back-up if needed.

The stalker rounded the corner and 494 grabbed them. He realised it was just a small girl, he loosened his grip and before he knew what happened he was down on the ground.

Max had waited outside the school for 5 mins before children began exiting the building. She was hidden in some bushes across the road and spotted Ben easily.

He was walking next to a dark skinned boy who looked extremely large for his age.

Max followed behind them trying not to be seen, she hadn't eaten much in the past couple of days and had no energy left. She was excited at the prospect of being reunited with Ben but she had to wait until he was alone.

He stopped briefly to tie his shoelace, she could see his lips moving slightly as he talked to his companion. _He must be whispering_ she thought. She could not hear what he was saying but didn't dare to get any closer.

Finally the two boys reached the end of the block and split up. Max was bursting with excitement and couldn't wait any longer to talk to Ben. She remembered him perfectly, the way he would smile at her when she was worried, how his faith that the Blue Lady would protect them never wavered and of course his way of answering all of her questions with his stories.

Max was so caught up in her memories that she didn't notice the dark skinned boy ducking behind a tree, following her, a couple of metres away as she walked on.

Max could no longer see Ben ahead of her. He must have gone down that alley she concluded. She rounded the corner and was grabbed by a pair of strong, masculine hands.

As she was facing away from her captor she couldn't see his face. She knew the person was male because of their strong grip and their smell.

Struggling to escape, she felt his grip loosen and she seized the opportunity. Max flipped the assailant forward over her back.

Out of the corner of her eye she saw the dark skinned boy turn into the alley. He immediately ran toward her in an effort to seize her.

She was about to attack him when she realised who the boy on the ground was.

494 jumped up off the ground, he saw 612 run at the girl who had easily taken him down_. She must be an X5, but why would she be __deployed in Seattle_As far as 494 knew he and 612 were the only X5's out in the field. _Except for the '09ers_494 gasped and realisation hit, but before he could do anything about it a small body enveloped his muscular one.

"Ben" she breathed into 494's chest, "I'm so glad I found you."

494 looked at 612 confused, he hadn't ever been hugged before and he didn't know what to do. He remembered his thoughts just moments before and took advantage of the situation, he brought his arms up to her neck and pulled down the collar of her jacket.

_452. One of the traitors.__ Ben must be 493, my twin._

"Ben, what are you doing?" Max asked as she pulled out of the hug, she looked into 494's eyes and confusion entered hers.

"You're not Ben" She stated, slowly backing away from him. "Who the hell are you?"

As soon as she asked the question it dawned on her. Someone who looks exactly the same as her brother. Someone who has enough strength to subdue her. Someone from Manticore.

She turned to run only to have her path blocked by 612.

"You're not going anywhere traitor." The statement hurt her all the more coming from her brother's mouth.

"We are not traitors" She yelled back, her anger rising by the second but before she could take a swing at 494 she was held still by 612's brutal strength.

"Let me go" She ordered to 612. 494 walked over to her and stood directly in front of her.

"nighty-night." He raised hid fist and Max's world went black.

A/N: I dn't no wen I will nxt update but I promise it will be fairly soon

Austchick xx


	3. Chapter 3

Max awoke, gasping for air. Her eyes opened slowly to a dark and blurry room. She blinked a few times trying to at clear the image, she breathed deeply, lowering the rate of her fast beating heart.

She looked around at her surroundings, the small, empty room looked vaguely similar to her but she couldn't remember anything clearly, she could recall following Ben in Seattle but that was all.

_No, that wasn't Ben it was his twin, his clone_She struggled to remember anything after that but came up blank.

A face suddenly appeared at a hatch in the reinforced, steel door.

"Welcome to the Seattle facility 452" the stranger sneered, "the Director wants to see you."

With that he opened the door, light flooded in temporarily blinding Max. When her eyes had adjusted to the sudden burst of light she saw the tasers pointed at her and everything clicked.

_I'm back at Manticore_. She was panicking, though she didn't show it, she could barely remember anything that had happened before her capture. She knew she had escaped before with her old unit but she just couldn't remember the details.

She looked down at herself noticing the fading scars on her arms and legs, the bandage around her midsection visible through her ripped uniform and her BREASTS!

Max hid her surprise and noticed her height compared to the guards, she wished she had a mirror. She had assumed she had been locked in the room since her capture which she thought had only been quite recent. She closed her eyes as she walked, concentrating on remembering the last...

..._How long has it been? __2 year... 3 years...__ 6 years?_She bet on the latter, though she couldn't recall any of it.

_Well I guess I'll just have to ask_

Director Renfro was awaiting the arrival of the new soldier. X5-452 had been transferred from Wyoming because she had sabotaged a mission then attempted to escape. Many people, Renfro included, thought she should have been disassembled but somebody higher up on the Manticore food chain thought 452 could be reprogrammed and reindoctrinated into another environment aka the Seattle facility.

The door opened, snapping Renfro out of her thoughts, 452 accompanied by several guards entered her office.

The guards stiffened and stood at attention, Max followed suit reluctantly.

"Dismissed" Renfro barked at the guards who immediately saluted then left.

"What is your designation?" Renfro asked Max standing inches in front of her.

Upon reflex Max replied "X5-452 Ma'm". She wished she could yell _my name is Max _instead but knew it would result in punishment and she was hungry.

"You have been sent here, because of incapability to work cooperatively with your previous unit in Wyoming."

Images flashed through Max's mind of her first unit, her brothers and sisters. They were running through the snow, helicopters were flying overhead and lights were blaring all around them.

_The escape_ Max thought _but that was years ago, it wasn't a mission._

"But after weeks of psy-ops and re-indoctrination you have been cleared to continue on with your training" Renfro looked at Max's blank face and continued talking.

"As of yet, you have not been assigned to a unit, you will be observed and placed in a unit when we have determined your level of skill, report to training yard 3 after you go to the Mess hall, dismissed".

Max saluted and left, one of the guards that had escorted her to Renfro's office was waiting outside to take her to get new cammies before leading her to the Mess hall, taser in hand.

"This is Director Renfro, get Dr. Raddick on the phone" a noisy exchange took place on the other end of the phone.

"Director, what do you need?"

"I just met with 452, the machine works, she didn't seem to remember who I was nor what happened in the last 6 and a half years since the '09 escape "

"Excellent, I was thinking on testing it out on a more alert subject before we integrated it into psy-".

Renfro took her finger off the button and placed the phone back down, scientists were so boring.

The guard directed her to the Mess hall, they had walked there in utter silence and Max was hungry and bored. For some reason she wasn't looking forward to see other X5's and as soon as she entered the Mess hall her entire body went on alert.

She eyed the large room, there were eight long tables lined up and sitting at those tables were X5's seated in their units. Max walked over and grabbed a tray, she felt a hundred eyes follow her as she was served the nutritious, vitamin enriched slop.

Among the hundreds of eyes were those of 494, he was seated at Unit 3's table as he was their C.O.

"Isn't that the '09er you and 612 captured 6 years ago?" Questioned 510, 494's 2IC.

"Yep that would be her"

"She's pretty hot"commented 285 "for a traitor" he added after he saw 494 glare at him.

"I wonder what unit she is assigned to" piped up 785 the quietest of Unit 3.

"Who cares she can come and sit next to me." And with that 510 caught Max's uncertain eyes and motioned for her to come over. She hesitated, _Well__ it's not like I have anywhere else to go_

She put her tray on the table and sat down, people at other tables began to chatter again and she didn't know why she was amazed at the fact that the guards didn't stop them.

"Hi" she said nervously, she tried to hide her uneasiness and it worked to some degree.

Many of unit 3 were going to greet her but refrained from doing so at the sharp looks the got from 494, 833 and 169. Only 510 dared to say anything.

"That was a warm welcome" He commented with a small chuckle.

Max didn't say anything, she had noticed 494 and could tell that no one but 510 was going to talk to her so why try. She didn't want to form attachments and worked better alone anyway. She grimaced a little when she tasted her food but she continued eating silently.

"Not very talkative are you" 510 tried but again got no response, he could see in the she held herself that she was tough and everything about her screamed **don't mess with me**

"I guess your nothing more then a pretty face" he stated nonchalantly turning back to his meal, out of the corner of his eye he saw her tense slightly, he also noticed 494 trying to catch his eye from across the table.

_All you have to do is ignore him__, keep under the radar__ and find a way to escape_ she told herself over and over again. _He's just another 494__, he's__trying to get me to take the bait and get me punished._

The clock on the wall struck 0630 and a bell went off signalling the end of breakfast, everyone stood up and in one perfectly straight line deposited their trays and exited the Mess hall.

"So what have you been assigned to first?" 510 asked Max. He seemed genuinely interested so she thought it best to answer him, she may not want any friends but she didn't want any enemies. But by the looks that 494 were throwing at her she realised she already had one.

"I have to go to training yard 3" she replied simply.

"That means you're with us" 510 said happily with a smile on his face, he was a people person and he didn't often get to meet new people.

_Great, just great_ Max rolled her eyes inwardly, she was already having a really bad day and couldn't imagine it getting worse.

Max and everyone in Unit 3 stood perfectly, ramrod straight, Trainer Saunders paced in front of them looking at all the X5's as he walked.

"It looks like we have an addition to unit 3 today" he sneered, standing directly in front of Max. Max had felt sudden fear as soon as she'd seen him as well as an overwhelming desire to snap his neck.

"Today we will have free spar and I will see how everyone is adapting to the new techniques, but first 452 and 169 on the mat, I want to see how our new arrival fares against a real soldier." Max felt uneasy at the evil grin on Saunders' face but nonetheless she stepped onto the mat along with 169.

They circled each other until 169 grew inpatient and initiated the fight. He aimed a kick at her hip which she easily dodged, she retaliated by aiming a fierce right-hook to his jaw, he barely blocked it and sent a roundhouse kick towards Max's head, she ducked and kicked him in the abdomen, he stumbled back and in a matter of seconds she had dropped him to the mat and held him down.

_Wow she's quick_ 494 thought, impressed at Max's abilities.

Trainer Saunders blew his whistle signalling the end of the fight, Max got up and offered a hand to her fallen opponent. 169 pushed it out of the way and got up on his own, ashamed that he was beaten by a traitor.

Max walked off the mat but was stopped by Saunders, "956 on the mat with 452". All of unit 3 was confused, this was unconventional. Usually they divided into pairs immediately and practiced new techniques, or watched two soldiers demonstrating but never fought multiple times.

956 walked onto the mat and fell into fighting stance Max mirrored him. This time she swung first aiming at his face, her punch was blocked and repeated by 956. Max fell nimbly to her feet before it connected with her face and attempted to kick out 956's feet out from under him. The fight continued in this fashion until Max got the upper hand and pinned 956 to the ground. The whistle blew and she didn't bother offering a hand to him.

She attempted to walk off the mat, her jaw hurt as did her right leg but she didn't show any weakness. After she had beat both 169 and 956 Max was getting tired and Saunders was getting pissed.

"612." He yelled growing angrier and angrier. He motioned to 612 to get on the mat with Max.

After a few minutes of fighting Max was lying on the ground with 612 towering over her, her lip was split and she had several cuts on her face, bruises were starting to form and her legs, arms and knuckles. All she wanted to do was stop fighting and have a rest but Saunders had other plans.

"494" The evil grin returned to his face as he commanded unit 3's best fighter to take on the injured traitor. 510 was worried now, although Max had been rather cold to him after he had tried to befriend her he didn't want her in the med bay.

_Luckily 494 __is__ fair and will go easy on her_he reassured himself.

494 looked hungrily at the petite, caramel skinned beauty in front of him. He knew he shouldn't try to injure her much but his hate was overpowering. He lunged at her fists in front of him, he made contact and she fell to the ground.

_He's quicker than I thought_Max had underestimated him but she was sure he underestimated her too. She stood up, blood trickling from her nose, she wiped it off and kicked out at 494 he blocked it and didn't see the punch coming.

_For someone so small, she can punch hard_He decided to step up his game. He waited for her next attack, she sent a punch at his jaw, he caught her arm and twisted it until he heard a pop.

Max dropped to the ground and tried to stifle a cry of pain.

_Yep, that's dislocated_ she thought as she gritted her teeth and stood back up. Unit 3 looked on in shock, they weren't allowed to damage each other too much and usually the trainers stopped them from doing so.

494 had to admit that he was surprised that she stood back up after that and certainly wasn't expecting the kick that collided with his knee causing him to fall. He rolled out of the fall and was back in his fighting position in under a second.

He punched her dislocated shoulder causing her to hiss in pain and kicked her in the stomach then in the knee followed by a punch in the face.

510 was appalled at the ordinarily cool-headed, fair C.O. Fighting dirty wasn't his style and yet he had just done it.

Max struggled to stand up and failed, falling back down. Saunders still hadn't blown the whistle so 494 advanced towards Max like a predator advancing on prey. Saunders watched, pleased with 494 and waiting for him to finish her off.

"494. STOP!" 510 yelled, 494 looked up at him then looked down at Max, his eyes widened as he realised what he was about to do to the defenceless, teenage girl bleeding on the mat below him.

He backed away, thankfully keeping a horrified look off his face.

"510. I DID NOT TELL 494 TO STOP, YOU ARE BEING INSUBORDINATE" Saunders looked at 494, disappointed that Max lay there, still breathing "494 take both 510 and 452 to solitary".

"Sir, shouldn't 452 report to the med bay first?" 494 asked confused by the actions of the man.

Saunders walked up to Max, he bent down so that his mouth was positioned above her ear and whispered "You cost me a promotion 452, as well as a permanent black mark on my record. I needed the extra money 452 unlike you I have a family"

"What? Did you need the money to pay for plastic surgery so your wife can stand to look at you?"

All of Unit 3, who could hear their conversation perfectly as they had transgenic hearing, was shocked by Max's disrespect towards some one higher up than her on the chain of command.

"494, take her away" Saunders ordered. "Have a nice time in solitary 452".

494 moved towards her again, attempting to help her up. She stood up on her own and wouldn't let 494 come near her. She began limping towards the main building of solitary, she was now perfectly aware of who Trainer Saunders was now but she didn't understand her hatred for him nor the reason he got a black mark because of her.

494 walked next to 510 in silence. He was ashamed of the way he fought so viciously but pushed the feeling away and buried it deep.

_She is a tra__itor after all, she deserved it,_Though he knew that he had gone too far.

They walked slowly as Max was having trouble walking and often collapsed, she always refused help even from 510 so it took awhile to get to solitary.

Max fought back tears of pain as she hobbled into the cell. She was surprised that 510 had stood up for her, she had thought that he was just like the rest of them, talking to her only to tease or fight her.

Once she was in the cell she hit the ground, 494 went to her side and evaluated the situation. He would need to put her shoulder back in place but that was all he could do.

"I have to fix your shoulder" he said quietly reaching for it. Max pulled away and sat up.

"No, don't touch me"

"It needs to be put back in place 452"

"Then I'll do it" she said defiantly

"You can't do it yourself" he scoffed but as he finished the sentence there was a loud crack. Max was panting and almost passed out because of the pain, her shoulder was back in place but it still hurt.

494 surveyed Max, looking her up and down. She looked a little younger than him, fragile and delicate.

_She's obviously not though _he thought to himself. He admired her strength and strong will, almost forgetting that she was a '09er.

He left her sitting up against a wall in solitary, she was still bleeding and dark purple bruises were visible on her face and arms, he was sure there were more hiding beneath her clothes too.

He passed 510's cell on the way out and glanced into it, he could make out 510 in the darkness, he just stood there for a while thinking about what had happened and wondered what had come over him. It was a moment of weakness that his unit had seen and he vowed that he would never let an '09er affect him in anyway again.


	4. Chapter 4

A/N: Okay guys here is the next chapter sorry but i had trouble posting it. I wrote it really late at night so it's not that great but plz R&R.

I TURNED 15 TODAY YAY lol

Hope you enjoy

* * *

Max opened her eyes, the memory of her dream lingered in her mind, she could never forget any of them. 

_Was it a nightmare or a dream?_ She ran over the events that had taken place while she slept.

_She was walking through a forest, walking slowly and wincing with every step. Bruises covered her body and she was positive her left leg was broken. Although she was young she had experienced many horrors, today being one of them. A sound behind her made her body tense immediately and she spun to face the person who had caused it. As soon as she turned, they had sprung from their hiding places and surrounded her, weapons erect. They slowly began moving closer to her, she readied herself though not for a fight. She saw the leader of the group approach her first, his face was blurred and she couldn't recognise him. His weapon was raised high into the air before he brought it swiftly down, making impact with her head. The rest of them joined in the beating while she lay there, eyes closed, praying that it would not as long as last time and that maybe they would finish her off this time. Gunfire echoed through the trees around the group and they dispersed quickly, leaving the broken girl alone on the forest floor._

Max had awoken, sweating and tangled in her sheets. She had had many dreams like this since the night she had spent in solitary. She knew the girl always in the dreams was her and had deduced that these were her forgotten memories.

_Maybe they should stay forgotten_, she thought wearily. Max didn't need much sleep, she usually stayed awake just lying on her bed most nights but sometimes she needed to recharge. Max dreaded going to sleep, she had no control over the dreams and that's what she hated the most. She couldn't see any faces, remember any names or designations and the dreams seemed trivial. She felt so many emotions while experiencing them but didn't know why she felt that way.

The morning bugle sounded and the cell door clicked, indicating it was now unlocked. Max left her cell and headed for the showers. She had been in the Seattle facility for almost a month and still had not been assigned to a unit nor had she found the means to escape.

* * *

She entered the Mess hall as usual, grabbed some food and sat down next to 510. As always no one else said anything to her though some had tried in the past. 

"Hey 452, what do you have today?" 510 asked. Max had given up her no making attachments rule after the sparring incident on the very first day although she didn't get a chance to talk to 510 until 3 days later. She had spent 2 days in solitary before she was let out and then she was sent straight to the med bay. She had no serious injuries and most of her wounds had already healed but she had to stay overnight anyway.

"I'm with unit 8, unit 4 and your unit today" she replied cheerfully but inside she was bitter and angry towards unit 3. After getting released from the med bay she had channelled all of her resentment for 494 and the rest of the unit into training harder so that one day she could beat them all.

She and 510 happily chatted all through breakfast, they were becoming quite good friends and Max was grateful to have someone to talk to. 494 on the other hand was not so happy about Max and 510 getting along so well. 510 was his friend and they had not really spoken since Max's first day. Sure they greeted each other and made small talk but 494 could tell that 510 was disappointed in his actions. 494 solely blamed Max for it.

After breakfast Max and unit 8 headed off to their assigned class. She had been placed with unit 8 quite a bit over the last month but none of them had spoken to her. Today they were studying World War II. Manticore had decided some time ago that their precious little soldiers needed to know about human events, culture, colloquialisms and history as well as some other things, so they could blend in easily when on missions.

Max wasn't concentrating, she was nervous about the training session with unit 3. They would be down at the edge of the forest trialling the new and improved obstacle course. Unit 3 and Max would be the first soldiers to test out the obstacle course but Max knew that wasn't the reason she was so tense. There was so much of her past that still lay covered and she could hardly bear not knowing herself any longer.

* * *

The day passed quicker then Max would have liked. 510 had noticed the change in her at lunch but shrugged it off, Max was a puzzle to him. 

Max walked silently beside 510, unit 3 trailed behind them. 494 glared at her back angrily while hiding the longing look directed at 510. The feeling within Max grew stronger as they neared the course. She felt trapped and cornered, her body went on high alert, 510 noticed the change.

"What's wrong 452?"

Max didn't trust herself to answer, she felt like screaming. Her fear confused her but it felt so familiar. She shifted her weight around while the trainer briefly explained the course Max barely registered the yell of GO from the trainer and the beep from the timers. She unconsciously began running forward.

The ground was wet and slippery but their cat like grace stopped them from slipping. At the front of the group was 494 and at the back was 738. Max was just in front of her. She ducked the nearly invisible netting and jumped the shin breaking iron beam straight after it. She ran on, overtaking 127 and 833. She dodged 833 out stretched foot as well as many other obstacles. Max's fear made her more aware of all the dangers, including unit 3.

She ran faster almost blurring she just wanted out of here. Her desire to leave overpowered her senses, the ground beneath Max's toes fell away and by reflex she pushes off the ground using her heels. Landing on the other side of the pit Max continued running instantly, the course was nearing an end. Max jumped, ducked and dodged all of the obstacles and was anticipating the finale of the course. She recovered from a jump with a roll and looked ahead. A huge wall loomed in the distance. As Max neared the wall she noticed the difficulty of it. She began climbing, 833 on her heels. The wall was slippery and had almost nothing to hold onto. Max slid back down several metres, she quickened her climbing pace and started to make progress.

After several minutes of climbing up two metres and sliding down one Max reached the top. She jumped down landing nimbly on the ground and continued running. Another huge pit was dug out, this one was longer than the last.

_No jumping this time_ Max thought looking for another method, she was aware of 833 and 127 nearing her. She looked up and noticed a rope dangling down, hidden by the lush leaves. She grabbed onto the rope and lifted herself up. She spied the next rope and swung herself over to it.

"Arrrgh" She screamed before she could stop herself. Blood ran down her leg and the deep cut stung, luckily by reflex her arm had grabbed onto the next rope.

She looked for the object that had ripped her cammies and cut her leg. There were camouflaged beams mounted in the trees between the ropes. They were covered in sharp metal spikes.

Max carefully and slowly manoeuvred herself over the next one and grabbed the following rope. She repeated this a dozen times before finally landing on the ground at the edge of the pit. 833 and 127 were right on her tail by now so she hurriedly kept running. Her wound was freely bleeding and was stinging more and more as wind rushed into it.

Finally the trees thinned out and Max ran past the trainer, finishing the course just in front of 833 and 127. She focused her gaze on her injured leg rather than looking at the fiery gaze of 833.

"The spikes?" asked 510, taking Max by surprise.

"The spikes" confirmed Max keeping up her tough chick facade.

"452, I have to say that I'm disappointed." Everyone snapped to attention at the sound of the Director's voice.

"Come with me 452, you too 494."

494 and 452 stepped out of the line and followed Director Renfro to her office.

* * *

"I can not believe this" Max yelled angrily stepping out of the Director's office. 

"I'm not doing it" Max crossed her arms over her chest and stopped walking.

"I'm not to happy about this either 452, but an order is an order" 494 replied turning to face the stubborn X5.

"I'm not doing extra training, especially not with you" Max said defiantly.

"Well, I wouldn't need to train you if you could actually do the course" 494 said just as maliciously.

"Excuse me, I finished before three people in your unit" Max was moving closer to 494, fists clenched.

"They're in your unit too remember" 494 smirked taking Max's challenge and stepping forward.

"Hi guys" 510 interjected cautiously.

Both 494 and Max spun to face him. After neither of them returned his greeting he continued.

"452 I think you should go and get stitched up"He moti oned to her leg.

"Fine" She turned and headed off to the med bay seething over 494.

"Women" 494 muttered after she had left.

"Nope, 452"

* * *

A/N: I no this chapter is kinda short but I like that last line as an ending...plus im tired. 

Thanxto evry1 who reviewed.

Cya xx

Austchick


	5. Chapter 5

A/N:Hey ppls, here is the nxt chapter. I updated faster hoping it would get me more reviews so plz help me out. Also im so bored i have had the last 3 days off school because of Melbourne cup day and some other things so i might update sooner next time too.

p.s i wonder if any1 reads authors notes.

* * *

"How did you sleep?" Asked 510 as Max sat beside him at Unit 3's table.

"I didn't" Max replied digging in to her repulsive breakfast.

"Why not?"

"I don't sleep that often, I never have"

"Then what do you do?"

"Well I usually just think or do push-ups or something, there's not a lot I can do". Max looked past 510 at Unit 3.

_So these are my new unit mates_. Though Max had trained with Unit 3 before, she had never actually looked at them. She knew all of their designations and she was pretty sure they knew hers. Max laughed inwardly at that thought _of course they know me, I'm their own personal traitor._

After breakfast Unit 3 had basic classes such as Ancient Cultures and Recreational Sports.

Max was sitting quietly at her desk pretending to listen as their 'teacher' explained the rules of some boring sport called golf.

Max had decided that she would rather spend her time studying her fellow peers than learning about a game made for rich businessmen.

She watched them intently and took in every detail of what she witnessed. She saw 956 a dark haired, fair skinned boy fixing a trinket underneath his desk, she gagged when she noticed 833, the girl who had openly showed her disdain for Max, staring dreamily and 494 and smiled when she saw 593 roll her eyes and yawn when the 'teacher' described a sand trap.

To be honest, Max didn't really mind Unit 3 that much. Only three of them had actually showed their disgust for her, the others just seemed to stay out of it. Max could see herself training and working with them but she couldn't respect them.

_Except for 510_. Max softly sighed, if she was to be stuck here at least she had him.

* * *

Max walked towards her new cell, she had been moved so she would be closer to Unit 3. 

"452 where are you going?" A girl's voice called from behind Max.

Max turned to face the owner of the voice.

"I'm going to my cell" Max stated emotionlessly, she did not want any trouble.

"Oh...um... aren't you going to the rec. room?"

Manticore had decided that their little soldiers needed recreational time among their units. Each unit had their own rec. room equipped with a pool table, books, a chess table and other such things.

"No, I decided against it" Max was prepared to walk away at this point but something about 814 made her soften.

"Where are you going? Isn't the rec. room the other way?" Max asked politely.

"Well yes but I wanted to talk to you, I'm 814 by the way" 814 managed a shy smile, Max intimidated her...a lot.

"What did you wanna talk about?"

"I just wanted to say I'm sorry for...you know, ignoring you and stuff" 814 looked at her feet, ashamed at her actions and scared at what Max might door say.

"Oh" Max was taken aback at this she hadn't expected that but then again she hadn't expected anything. "That's ok"

"You should come to the rec. room and meet some of the others" 814 said thoughtfully trying to forget the awkward moment.

"Uhhh" Max thought about it for a second, "ok".

Max and 814 walked into the rec. room, they had been chatting as they made their way to it and Max rather liked her.

Everyone looked up when the two girls entered, 510 smiled, he hadn't expected Max to come but was glad she did.

Max stood in the doorway not knowing where to go, 814 grabbed her arm and pulled her towards two armchairs and a small table. They walked past a scowling 833 hanging off 494's arm as well as a few other people.

"Do you wanna play cards or something?" 814 asked sitting across from Max.

"Sure, why not" Max said, she hadn't played cards since she was in foster care but still remembered some games.

"Count me in" came 510's voice.

The three of them sat there laughing and joking through all of their rec. time. Max was feeling completely happy for the first time in ages nothing could bring her down...

"452, tomorrow meet me at the gym in rec. time, we will start your extra training then" 494 said quickly before moving off in front of her.

...except that.

* * *

Max lay on her bed not able to sleep, she wished that she had something productive to do with her spare time but nothing came to mind. She thought about 814, pleased that she had convinced her to go to the rec. room. On the way to the Mess hall for dinner some of the others from Unit 3 had come up to Max and offered their apologies. The only people who hadn't were 833, 169 and 494. 

Max was not looking forward to the training session with him.

A soft knock on the cell door startled her and took Max from her thoughts.

"452." A male voice whispered "Are you awake?"

Max got up and moved slowly to her door, wary of the person just outside it.

"Who wants to know?" She knew it wasn't a guard but didn't know more than that.

"It's 956" The voice replied.

"Why are you here?"

"I don't sleep much either, we must have shark DNA or something"

"How did you get out of your cell?" Max was suspicious, although 956 had apologized to her she wasn't going to be sucked into some practical joke.

"I found a way to unlock the door, here I'll show you".

Max heard the sound of metal against metal and soon enough her door clicked open.

"You have to teach me how to do that" Max said, impressed with 956's abilities. The cells were designed to keep them in so it was hard to get out of them.

"Sure thing" 956 said laughing. "Where to now?"

"I don't know, where do you usually go?"

"Well I either go to the gym or onto the roof, depending on the weather".

Max smiled, the feline DNA in them made them seek high places but nothing would get them out in the rain. She stepped out of her cell and they walked quietly towards the roof.

* * *

Max made it back to her cell well before the bugle sounded. Her and 956 had sat up on the roof and talked. They talked non-stop for hours and Max had discovered many things about 494, Director Renfro and generally the Seattle Facility. 

Max was surprised at what he had said about 494. Apparently Unit 3 was one of the best units in the facility and 494 was respected by everyone. 956 had said that 494 was usually easy going and got along with nearly everybody, he had never seen 494 act so mean and dismissive towards anybody without knowing them first.

The bugle sounded and Max reluctantly got up. She missed freedom, sleeping in on the weekends, hanging out with friends but most of all she missed her siblings. It didn't feel like six and a half years had passed to her but still she longed to touch them, to have them close to her. She almost regretted escaping at least they would have been together had they not left.

The day passed quickly for Max. Free spar against 285 in the morning, target practice on the shooting range and some other classes thrown in between.

Max and 285 were quite well matched. He tried to distract Max with jokes but eventually she pinned him to the mat. They talked a bit while sparring and Max liked 285 and his jokes.

Max had then picked up a gun with much hesitation and shot at several targets, she did all right but there was room for improvement. To her left 510 let off several shots, all of them hitting the moving target in the chest and to her right 494 did the same.

Before she knew it, it was rec. time.

Max walked with 814 and 510 discussing Trainer Lawrence's roaming eyes.

"He's a pervert" 814 said in disgust.

"Na he's just a red-blooded male, the girls here are pretty fine" 510 defended.

Max just laughed before turning off to the gym.

"See you guys after I'm finished in Hell" Max waved and hurried off to the Gym.

* * *

Max walked into the Gym and immediately saw 494. The Gym was huge as all of the facility had to use it, Max and 494 were the only X5's in there at the moment though, as everyone else was having rec. time. There was a group of X6's in the far left corner practicing drills and a X3 unit as well. 

"452, where have you been?" 494 demanded.

"I came here straight after we finished Common Verbal Usage"

"No, _**I **_came here straight after Common Verbal Usage"

"What's your point?"

"I don't have to do this and I don't want to do this but I am, for you"

"You're doing this because you were ordered to". Max crossed her arms over her chest and scowled, she didn't want to be here and if he was gonna bitch and moan she might as well leave him to it.

"What's the difference?" He answered angrily. _Why do I have to help the traitor_.

"The difference is freedom"

494 just rolled his eyes and finished setting up for the session.

* * *

Max fell onto her bed and the door clicked shut. The hatch opened and a gaurd peered into her small cell her checked that she was there and moved onto the next cell. 

494 had pushed her hard and she hadn't slept in a few days, she was tired and frustrated. She had spent two hours listening to 494's smart ass comments and she was ready to kill him. She drifted off to sleep plotting ways to pay 494 back for the torture she had just indured.

_She walked through familiar corridors led by two gaurds, her body was weak and her stomach growled expectantly. One gaurd opened a door and she was roughly pushed inside a large room filled with small cots. A group of children the same age as her stood in a perfectly straight line while the gaurds introduced her to them. Their faces were blurred and they stayed perfect little soldiers until the gaurds locked the door. Their posture slacked and she stood infront of them, she was scared but she didn't show it. She stayed hidden behind her blank mask even when the first fist connected to her fragile body. The beating continued until she lay covered in her own blood, struggling to breathe. She held her tears back, she wouldn't give them the satisfaction of watching her cry. She looked into the leaders' eyes asking a silent question. Why? She was only a girl, she didn't do anything to these people, she had never even seen them before._

_"That's for being a traitor, I got three months in Psy-ops because of all of you." As he replied his face began to come into focus. Her eyes widened as she realised who he was.

* * *

_

A/N: Plz tell me wot u think... ... i would gladly accept ideas or critism.

Thanx to evry1 who reveiwed

xx Austchick


	6. Chapter 6

A/N: i had some trouble writing this chapter i guess i had writers block or something. I dn't really like it but plz read and review.

* * *

494 lay in his cot unable to fall asleep. This had never happened before, he usually fell asleep as soon as his head hit the uncomfortably lumpy pillow. He clenched his eyes shut and tried to clear his mind but thoughts of 452 filled his thoughts. He didn't want to admit it but he had been impressed at her in their training session earlier that night. He had worked her hard on purpose, wanting to see her breaking point. In honesty she could easily out last over half the members of his unit in endurance probably even him. She seemed good at everything, strength, agility, endurance, flexibility, but she had trouble combining them.

494 thought a lot about 452, she was a mystery to him, she was so different to all of the other girls in the facility. _She's free _494 shrugged off that thought. He didn't understand why she wanted to escape so badly, they got fed, they had a place to sleep and they were around others just like them.

494 slowly drifted off to sleep with that on his mind.

* * *

Across the corridor and two cells down Max sat up in her cot covered in sweat. She closed her eyes letting memories flood her mind. She remembered quite a bit about her time in Wyoming now though there were still gaps missing.

_I can't believe it was him. _She thought almost crying. At first she couldn't believe it, she made excuses and other possibilities.

_He would never do that to me, it was Manticore. _

Max had often wondered what had become of her siblings. She hoped that they all got out but she just didn't know.

_At least I know what happened to him. _She thought back to her dream, seeing the hate on his face was bad enough but knowing that he had beaten her so badly. She didn't know how he could have become a C.O she almost felt proud. C.O's were usually the strongest and smartest of a unit. They had to be decisive and could not be ruled by their emotions.

Ben was never like that. He was kind and caring, gentle. Max had looked to him for comfort when she was racked with seizures. He always made her feel better.

Max's heart felt heavy, she could remember the look on his face when he spoke to her with nothing but hatred. That wasn't brother, that was 493. She felt sorry for him, she at least made it out even if it only lasted a few months. Ben never escape, he was lost. She wished it wasn't Ben who had done that to her. She had thought that it was 494 but the look in Ben's eyes told her it wasn't. He was so bitter and angry at her, at all of them. He had obviously gotten tortured and re-indoctrinated because of the escape.

Max thought for a moment, _he only got three months in psy-ops, why?_

She could not recall how long she had spent in psy-ops when she had been captured but she knew it was a hell of a lot longer than three months.

Max layed back on her cot, early mornng sunlight had entered her cell through the little barred window. She just lay there admiring the patterns dancing on the floor of her cell made by the light and waited for the bugle.

* * *

Max couldn't concentrate in any of Unit 3's subjects. She got a black eye from 593 and couldn't remember anything from History. She often found herself staring at 494. _That's what Ben looks like now _She thought as he laughed at something 510 said. He turned his body and Max caught his eye, she immediatly looked away and continued eating her lunch.

* * *

Unit 3 sat in briefing room 3 listening to Trainer Wilson's monotone. 494 shifted uncomfortably in his chair, he could feel Max's eyes on him and had caught her looking at him all day. He had seen the look in her eyes, sadness, pain, hurt all of them were there but he did not know why but he knew it had to be bad if she couldn't hide it.

Max looked at 494 but could only think about Ben. Since she had woken up in the Seattle Facility she had longed to remember her past, now she didn't think it was such a good idea.

814 sat beside Max, noticing her frequent glances at 494. _Not another one_, she rolled her eyes. It seemed the majority of girls in the facility were in love with 494 and she didn't think Max would be included in that group. _Sure he's hot and he's a C.O but he's not all that. _From the breif time 814 had spent with Max she knew they would be good friends. Max was everything 814 wanted to be, strong, tough and above all independent. Even just spending 10 minutes with Max, 814 could see that she was her own person, not controlled by anyone, free.

814 glanced around at her fellow unit mates, it didn't seem like anyone was actually listening to the briefing so she decided she had better tune in.

"The exercise will be commencing in exactly 9 days at 0900 hours, you will undergo extra training as ordered by your C.O, dismissed" Trainer Wilson sounded as if he was oblivious to the lack of attention Unit 3 showed him. 814 stood up alongside Max and saluted, then they all left for rec. time.

* * *

Max sat on the couch in the rec. room watching 510 and 494 play pool, just thinking. 494 had decided to continue her extra training tomorrow as he wanted some relaxation time. She had noticed that him and 510 were quite good friends and that they seemed extremely comfortable in each others presence. They laughed and joked around as 510 broke, starting a new game.

"Are you gonna sleep tonight?" Max jumped, startled by 956's unexpected question.

"Wasn't planning on it" She replied collecting herself.

"Good let's go to the gym or something tonight"

"Can I come too?" Asked 814 entering into the conversation.

"Can you stay awake?" 956 joked knowing that 814 didn't possess the ability that he and Max shared.

"I'll try" chuckled 814. Max smiled, this playful banter felt alien to her and she could guess why.

From her memories she could see that drastic differences between the Wyoming facility and the Seattle facility. In Wyoming they were punished for the slightest things, they ate and trained in silence and they barely even spoke to their own unit mates. In Seattle everything was different, Max had noticed the guards were more laid-back so the transgenics got away with some more things, everyone seemed to talk to each other and there was actually gossiping in the corridors. Max layed back on the couch and listened to 956 and 814 talking about the upcoming exercise, she smiled again as the discussion turned into teasing that could only take place between good friends.

* * *

Max stood in front of her closed door, she pushed a long piece of metal into the side and began manoevering it to unlock the door. It clicked and she pushed the door open, revealing two young, attractive teenagers.

"Ready to go?" One asked. Mac nodded in reply and the three headed towards the gym. She was excited and nervous about tonight. It wasn't really a big deal they had met like this twice already.

They arrived at the gym discussing their C.O.

"He has been such a hard ass lately all because of this stupid exercise" 814 commented, Max had influenced her quite a lot in the last week.

"Only because we are competing against Unit 6, you know how our C.O prides himself on being the best unit at Manticore" 956 shrugged casually, he didn't mind the C.O that much at least he was fun.

"So if we beat unit 6 at this exercise we definitly are the best unit?" Max asked sitting on one of the sparring mats in the middle of the gym.

"Not officially but 494 seems to think so". Max looked at 956 and 814 and thought for a moment. She had grown quite close to them both and decided it was time.

Max drew in a deep breath and hesitated.

"What's up 452?" 956 asked concerned with her indecisiveness, she was usually so adment.

"It's the numbers, designations, whatever. I'm sick of being called 452" Max burst out, confusing both X5's in front of her. She looked down, avoiding their eyes and held her breathe.

"Me too, but it's not like we have a choice" Max looked up at 814 wth shock, although she hadn't expected them to report her for insubordination she hadn't expected them to agree with her either.

"We do have a choice" Max stated simply "I could name you".

956 and 814 sat in silence for a moment staring at Max, they had heard that the unit 2 escapees had named each other when they were young but never really believed they were that reckless.

Their silence deafened Max, she grew uncomfortble and considered leaving.

"Do you have a name?" 956 broke the silence and Max slowly smiled.

She held out her hand "My name is Max".

* * *

A/N: so there it is. i will try i cant to update sooner but i cant promise anything.

xx Austchick


	7. Chapter 7

A/N: I am so sorry evry1.. ... its been a while but i have a good excuse. I have been sick.

any ways i am trying to write longer chapters but im really busy with school at the moment (i have 3 weeks left of yr 9 and all my teachers decided that they would make us all start new assignments) so im trying my hardest.

* * *

Max walked into the Mess Hall with a smile on her face. She put her tray on the table and smiled at 956 who was sitting across from her. 

"Good morning everyone" she greeted Unit 3 cheerfully.

"Why are you so happy?" questioned 494 who was slurping up his soggy breakfast.

Max's smile faded into a glare but she didn't reply. Today was the first day of Unit 3's independent training and as much as she hated it 494 was in charge. There was only 6 days left until the exercise against Unit 6 so she knew 494 would work them hard. She didn't want to get put in solitary so she held her tongue and choked down her disgusting gruel.

"So, 494, what are we going to do today" 833 leaned closer to the C.O, placing a hand on his thigh. 814 caught Max's eye and they both suppressed a giggle. 833 was often seen hanging off 494's shoulder and although 494 loved the attention he got from most of the ladies, 833 was more on the stalkerish side.

"We are just going to do some drills" 494 said trying to scoot closer to 510, who sat in the other side of him. 510 hid the grin that threatened to appear on his face at this not-very-subtle move, like himself 494 usually encouraged behavior like this from women, they were both flirts, but 833 was one crazy... ...

The bell signaling the end of breakfast rang cutting off 510's thoughts, Unit 3 stood up and headed for the gym.

"452" called a voice from behind Max, she just continued walking, "452" the voice called again. Max started to walk faster but 494 caught up.

"452, I was calling your name"

"I know"

"What? Are you jealous of 833 and her hand placement in the Mess Hall?" 494 smirked at Max, which made Max all the more angrier.

"You're right, I am jealous of her she can make you leave" Max said returning his smirk.

"C'mon 452, you think I haven't noticed you staring at me all day yesterday" Max's smirk disappeared and a glare took it's place.

"Maybe I was just trying to figure out how 833 could like you so much"

"Oh yeah, what did you come up with?"

"She's crazy" With that Max stalked off to walk with 814.

Unit 3 stood divided up in pairs on the mats in the gym. 494 walked around watching them all practice the drills he had just taught them. 

814 waited until 494 had passed them before she spoke.

"Max, what are we doing tonight?" Max laughed, every since the night she had told them her name 814 had used it every chance she got.

-----------------------------------------------------------------------flashback---------------------------------------------------------------------------------------------

_"What's up 452?" 956 asked concerned with her indecisiveness, she was usually so adamant._

_"It's the numbers, designations, whatever. I'm sick of being called 452" Max burst out, confusing both X5's in front of her. She looked down, avoiding their eyes and held her breathe._

_"Me too, but it's not like we have a choice" Max looked up at 814 with shock, although she hadn't expected them to report her for insubordination she hadn't expected them to agree with her either._

_"We do have a choice" Max stated simply "I could name you"._

_956 and 814 sat in silence for a moment staring at Max, they had heard that the unit 2 escapees had named each other when they were young but never really believed they were that reckless._

_Their silence deafened Max, she grew uncomfortable and considered leaving._

_"Do you have a name?" 956 broke the silence and Max slowly smiled._

_She held out her hand "My name is Max._

_956 took her hand and kissed it. _

_"It's a pleasure to meet you Max" he said in a suave tone. Max pulled her hand away and laughed._

_"So what are you going to name us?" 814 asked excitedly, she had had names before on missions but they never suited her, so she couldn't wait to see what Max came up with._

_Max thought for a moment, although she had been thinking of what to call them for a while she hadn't come up with the perfect name for either of them yet._

_"Let's meet here at the same time tomorrow and I'll name you then, okay?"_

----------------------------------------------------------------------end flashback--------------------------------------------------------------------------------------------

"You need to get some sleep I think" Max said as she practiced blocking the move 814 was performing.

"I do not" Just as 814 finished saying that, she let out a great big yawn.

"okay maybe i do" 814 said as Max crossed her arms and gave her an amused look.

"Have you told anyone else about your name?" 814 lowered her voice even further to make sure no one heard her.

"No, just you and the other two know" Max whispered back.

----------------------------------------------------------------------flashback------------------------------------------------------------------------------------------------

_Max had snuck out of her cell and was just about to enter the gym. She walked into the gym and was immediately surprised to see three people sitting down in the centre of the room._

_"Max, your here" sang 814, obviously bubbling with excitement._

_"Hey guys" Max greeted walking over to the group "510 what are you doing here?"_

_"I overheard 956 and 814 talking about you naming them and I wanted in" 510 smiled up at Max._

_"Cool" Max replied sitting down. They sat in silence for a moment, 956, 814 and 510 all looking expectantly at Max. 814 couldn't hold it in any longer._

_"You are so cruel Max" Max looked at her surprised, 814 wasn't exactly quite but she usually kept most of her emotions hidden, excitement was obviously the exception._

_"Please just tell us already" 814 begged._

_Max had thought long and hard about 956's and 814's future names and had decided, she crossed her fingers, hoping they would like them._

_"Okay, okay" Max relented, she looked at 956 "I'll say yours first", she glanced at 814, almost laughing at the expression of hatred and anger on her face._

_"Well because you are so good with mechanics and fixing things I decided on Axle" Max watched as 956 thought it over._

_"I like it" 956 replied "from now on I am named Axle"_

_"Now name me Max, please" Max turned to 814._

_"I thought about this for a while and decided on Linda, it means beautiful in Portuguese"_

_814 looked at Max for a moment then suddenly put her arms around her, hugging her tightly._

_"I'm assuming you like it" Max said trying to escape from the hold. All she got in response was a nod. Max looked at 510 and 956 rolling around laughing._

_"Guys! Help!" After Max realized they would be no help she spoke to 814 "Listen, I'm not to big on the hugging"_

_"I love it" 814 said finally pulling away from Max "but it's a bit long, call me Lyn instead"_

_"Awesome, we have Axle and Lyn, now it's my turn" 510 said wiping away the tears of laughter._

_"Uhhh, well i didn't know you would be here so I didn't come up with one for you." 510 just looked at her._

_"Fine, how about Greg?"_

_"No" 510 said_

_"Bill?" _

_"No way"_

_"Alfred?"_

_"That's definitely a no" 510 said scrunching up his nose "I need something that speaks to the ladies" he said suavely with a wink._

_"Dick?" Max suggested with a suspiciously innocent look on her face. 814 and 956 laughed while 510 looked unimpressed._

_"I think I'll come up with one" 510 furrowed his brow, thinking hard._

_''I will now be referred to as Biggs"_

------------------------------------------------------------------------end flashback------------------------------------------------------------------------------------------

* * *

Max arrived at the Gym for another training session with 494, it had been a few days since their last session and Max's feelings towards 494 had, if anything, grown worse. 

"We are going to continue on with what we did last time" 494 said not looking up from the paper he was writing on.

Max had commenced the warm up laps around the gym while 494 drew a plan out for the upcoming exercise. Max finished warming up and started on the ropes, swinging herself easily to the next. 494 had decided to separate all the different abilities to make it easier for her and then he would combine them. 494 watched Max's strength as she turned herself upside down while hanging on the rope, she seemed good at everything, flexibility, agility, speed, but she couldn't combine them and that is what the obstacle course was all about.

Max grew bored of the silence as she practiced doing flips off the ropes, usually if she messed around in the training session 494 barked an order at her, all he was doing now was writing.

"What are you doing?" She asked walking over to the climbing wall at the side of the gym, situated near 494.

"Planning for the exercise against Unit 6" He answered, not looking up.

"What is it with you and beating them?"

"Well it's because once we beat them we will be the best unit in Seattle"

"Someone told me that you and the C.O of Unit 6 had a punch up last year" Max smirked "and I heard he won"

"For your information 452, neither of us won but if the guards hadn't pulled us apart I would've kicked his ass"

Max slowly started to climb the wall as he had instructed her to last session

"Then why did you have to go to the Infirmary for 2 days and he didn't go at all?" Max called from halfway up the wall.

"Because the nurse wanted to make sure everything was functioning right" 494 said raising his eyebrows and looking up at Max.

"You are a pig, you know that?"

494 put his hand over his heart, "Now that hurt".

Max scowled and looked forward to meeting the C.O of unit 6, anyone who could beat 494 was alright in her books.

* * *

Max awoke at the sound of the morning bugle, she had been sleeping more often lately. With only 3 days until the exercise against unit 6, 494 had been working them harder than ever. She was slightly relieved that she hadn't had any dreams about her time at Wyoming for over a week, but the last one was still lingering in her mind. She had loved Ben so much and she had hoped he escaped and that they would be reunited one day. She didn't know which was worse, knowing he was alive but brainwashed by Manticore, or thinking he might be dead. She felt a tiny sting of sadness wash over her everytime she looked at 494 as well as anger. He was always laughing and joking with his unitmates, enjoying rec. time and so on while Ben was stuck in Wyoming, hating all of his former siblings and being punished for minor things. From what she could remember of Wyoming there were many differences between it and Seattle, it was a dark place. There was no laughing, talking or any other sound to be heard, and being punished was a daily thing for some. 

Max sat on her bed wondering how Ben ever made it to C.O, surely they hated him as much as 833 hated her.

She headed to the Mess Hall but before she reached it she was stopped by 738. 738 was very shy, she wasn't really a soldier and was the weakest of unit 3 but she was a damned good medic. She could do a thousand things at once and think about every possible treatments and there success rates in a matter of seconds when someone was in trouble. She had been taken from Unit 3 quite a few times to assist human soldiers in the field multiple times and was extremely proud of it, though she didn't brag. Many of Unit 3 ignored her, 494 especially. She wasn't a risk taker and was uncomfortable with guns, she couldn't run as fast as the others nor hold her breath as long either. She was brains rather than brawn you could say. Max was surprised that 738 had waited to talk to her, she hadn't been rude or mean to Max but neither had she been nice or welcoming.

"Good morning 452" She said quietly.

"Good morning 738" Max returned, suspicious of 738's intentions. It wouldn't be the first time someone had played a trick on Max, or at least tried to.

"I need your help" 738 looked at Max, begging her.

"With what"

"Extra training" Max thought for a moment, 738 was the weakest of the group and she could use help to catch up but on the other hand Max still had training with 494 and she hadn't had hardly and rec. time in the last week.

"I don't have any time" Max shrugged and tried to walk past 738 but she was stopped.

"I hear you, you know" Max looked at 738, confused.

"What?"

"Getting up at night, with 956 and 814" 738 focused her eyes on the ground "You have only been in this unit for a short time and they like you more than me". 738 didn't sound bitter or resentful, she seemed almost sad, which was rarely seen in X5's.

"Hey, not all of them like me more than you what, about 833 and 169 they hate me, and of course 494" Max tried to make 738 feel better but she really had no clue how, this was alien to her.

"C'mon, 833 is just jealous of you and 169 hates everyone"

"Then what about 494?" 738 almost laughed at this, 494 acted strangely around Max, sure he joked around with others in the unit but he never went out of his way to do any of this. 738 decided to avoid this question.

"So will you help or not?"

"Okay but you will have to miss some sleep" With that Max strolled past 738 and into the Mess Hall.

* * *

Max sat up in her bed, covered in sweat yet again. She went over what had occured in the dream in her head. 

_She was on her small cot, unable to sleep. The rest of her unit were asleep, at least she thought they were. Bruises covered her face as a tear slipped out of her eys and slid down her face. A hand suddenly grabbed her shoulder, making her jump._

_"Are you alright Max?" The young girl asked, kindness in her eyes._

_"How.. .. how do you know my name?" Max asked wiping away the tears._

_"I heard 493 call you Max while he was beating you" She stated averting her eyes from Max's. Max didn't say anything._

_"Why does he hate you so much? I thought you were siblings or something" the girl asked her._

_"We" Max paused "were. They did something to him, the Ben I knew would never do this to anyone" tears threatened to fall again._

_"You are Max, he is Ben. So who am I?" the girl asked hopefully. Max eyes widened and she stared into the girl's eyes for a moment._

_"You can be Belle" she said finally "it means beautiful in French". The girl smiled at her and returned to bed. Max knew she had at least one allie._

Max closed her eyes, the girl in the dream seemed so familiar but she couldn't remember her designation.

_Who is Belle?_ she asked herself. But it didn't accomplish much.

* * *

A/N: Sorry that i didn't post sooner and thanx for all of your reviews. I tried to make this chap longer but i wanted to post it soon as well. 

xx Austchick


	8. Chapter 8

A/N: hey evry1, wots up?

okay i cant think of anything to complain about or to say so ill get right to the point. If its not too confusing remember that flashbacks, memories and thoughts are italics ok thanx for reviewing and stuff. ba bye

* * *

Max stood across from 738, fists raised and ready to attack. 738 looked half frightened at the very sight and swallowed trying to rid herself of fear. This was their first training session together and neither of them knew what to expect from the other. 738 threw a punch which Max easily blocked, she then retaliated with a kick to 738's hip. 

"You have to protect your whole body, try not to expose any part of yourself to attack" Max instructed while 738 tried to break through her defenses.

They continued to train for most of the night, 738 really needed the help, and stopped only when 738 was ready to pass out. 738 left the gym and snuck back to her cell but Max went to sit on the roof.

When she couldn't sleep and didn't want to train, she always went to the roof. She liked the way she could see the vast grounds of Manticore and most of the buildings. She also liked the was she could detach herself from her life while up there. Sitting on the roof she wasn't 452 or even Max, she wasn't a genetically modified super soldier, up there she just was.

Usually she went up there so she could not think about her past, present or future but this time she decided to think about all three. She was so confused, she didn't want to stay but she didn't want to go either. Although she only spent a short time on the outside she had tasted freedom and she definitely wanted it.

_But what about Lyn, Biggs and Axle, even 738. _

She had just proven to them that she wasn't a traitor and even if she did escape they would be punished, she wouldn't let that happen. Yep she had gotten herself in deep and now had no way of getting out. As much as she hated Manticore there were some reasons for staying. She didn't have to lie or hide her abilities, she actually had friends who were like her and of course she was no longer hunted. But what about other siblings, most of them were still out there, hunted and hiding. It killed her to not know what happened to them, but it killed her more knowing that some didn't make it.

_Ben_, she thought sadly, _he was so sweet and gentle, he always knew how to cheer me up._

She thought about Ben and how he had been changed by Manticore. She pictured his anger filled eyes and his clenched fists. She closed her eyes and saw him standing there as young Ben, beckoning her forward eagerly during on one of their many search and retrieve exercises. He had found a butterfly perched on a leaf and she could remember how excited he was.

_"It's so beautiful" He said, standing as close as he could to it. Max nodded in response._

_"I'll call it Max, just like you". They stood admiring the deep blue of its wings when Zack stomped up to them angrily, causing the butterfly to flap its wings and take to the sky._

That had only been a few weeks before the escape, a few weeks before Eva had died.

Max wasn't one for crying, she could count on one hand the number of times she had let salty tears slide down her face. Nobody was here but her, nobody would see, so she bent her head down to here knees and succumbed to the constant feeling of sadness that had surrounded her recently.

* * *

"The exercise against unit 6 is tomorrow" said 494, pacing in front of unit 3 "So we all have to be the best we can be" he stopped in front of Max and gave her a pointed look, "There will be extra training for everyone during rec. time today so prepare to be worked hard". With that they divided into pairs and began sparring. Max decided to spar with 593. 593 was tough and independent, just like Max. She was headstrong but not obnoxious. What Max liked about her most was the fact that she hated 833 and didn't get along very well with 494. 

"Hey do you see the way 833 looks at 494 every time he walks past her?" asked 593 trying to hide her laughter. Max glanced across at 833 who was sparring with the unlucky 285, 593 was right, every time 494 walked past her she stared at him, doe-eyed, while 285 took the opportunity to get in an extra punch.

"Ugh, I wonder what she sees in him?" replied Max blocking a kick.

"She's no prize either". Max laughed at this comment, just as 494 walked past.

"452, what's so funny?" He asked snarkily moving onto the mat.

"Why do you want to know, you don't seem like the joking type" Max said taking a step towards him, arms crossed over her chest.

"You'd be surprised 452, I'm quite the larrakin when I want to be"

"Larrakin?"

"Yeah, it was in common verbal usage?" They stared at each other for a moment before 494 turned away "I'd get back to sparring, you need all the extra training you can get"

"I could SO kick your ass". Max challenged 494 for many reasons, he was an ass, he was too cocky but most of all it was because of his DNA. He looked like Ben, he shared the same genes but he wasn't Ben. That was why she hated him so much.

"Fine then 452, let's go" He stepped back onto the mat as 593 stepped off of it. The rest of unit 3 circled them, excited to see the two face off.

Max and 494 stood on opposite sides of the mat, arms up ready to attack. They circled around the mat waiting to fight. 494 soon grew tired of this and initiated the fight. He threw a punch towards her jaw, which she blocked easily. She retaliated with a kick to his gut which hit it's mark. The kick was much more powerful than he had thought it would be but he didn't let his surprise show. He feinted a kick then immediately punched her in the face. She recovered quickly and aimed a flurry of punched to his chest. He blocked all of them and grabbed her wrist, he twisted it and she blocked the kick he aimed for her gut. She ignored the pain in her wrist and kicked his feet out from under him. He landed on the ground and immediately rolled when she tried to hold him in place. He stood back up, preparing to fight when 593 came onto the mat and stood between them.

"I think we've had enough sparring for one day" She said, her arms stretched out as if to fend them off.

"Fine" 494 said through clenched teeth.

"Fine" repeated Max the same way.

"Fine" said 593 breathing out in relief. They were very similar. _Too similar _thought 593, _at least there is someone who can wear 494 out though.

* * *

_Max lay in her cot, unable to fall asleep. Although 494 had worked them hard, she didn't feel the least bit tired. She turned onto her side and wriggled a bit trying to find a comfortable position. Finally she gave up and got out of her cot. She opened her cell door and looked down the hallway. She was not the least bit surprised to see Axle also exiting his cell. She moved towards him slowly and silently. He had his back to her and had obviously not seen her yet. She reached out and gently touched his shoulder. He jumped and grabbed her arm, twisting it away from him.

"Axle, relax it's me" She spoke quietly, hoping no one woke up because of Axle's commotion.

"Oh Max, you caught me off guard" He whispered back.

"Where to?"

"I was thinking the gym, but i don't feel like training"

"Yeah, let's just go somewhere to talk or something" They walked along the deserted corridors to the gym, not knowing they were being followed.

* * *

Neither Max nor Axle seemed to notice the group of transgenics creeping into the almost empty gym. The small group stealthily moved closer to the two, trying to scare them. 

"You guys took a long time to come" Max said, not turning around.

"How'd you know we were coming?" 285 asked her disappointed that their plan failed. 285 was the joker of unit 3, always going off and exploring and usually ending up in trouble of some sort. He was great at recon and always noticed small details invisible even to a transgenics eye.

"A magician never reveals their tricks" Max replied, turning to see the puzzled looks. "Never mind". Lyn, Biggs, 285, 593 and 341 all sat down.

"Why are you guys up anyway?" Axle asked the new arrivals.

"Well I heard you get up and wondered where you were going and I ran into 814 and 510" answered 285 looking at Axle.

"That's basically what happened with us too" said 593 gesturing to 341. The group sat in silence for a moment.

"So, what do we do now?"

* * *

The group of 7 transiences had been sitting in the gym for almost 4 hours. They had talked about lots of different topics but they all seemed to come back to Max. 

"How did you get so good at sparring?" 285 asked impressed with her earlier skills.

"I have no idea, I had the same training as all of you" She answered modestly.

"Well all I know is that it was great to see 494 take a punch" Lyn said looking up as if to fondly remember the moment.

"Actually I only kicked him". The conversations continued in this light natured manner for some time until the transiences got curious about Max's past.

"What was Wyoming like?" 341 asked interested in hearing all of the frightful details. 341 was the loudest of unit 3, he was a bit of a gossip as well. He was fluent in 7 languages and loved talking with a passion. 341 was a bit too nosy for Max's liking but he seemed friendly enough.

"I mean we heard a bit about it but we never got any details" 341 added after Max didn't answer.

"It was just like here actually" Max didn't like lying, it was too much like being back on the outside, never being able to be herself.

"We know it wasn't like here, please tell us" 341 urged her. 285 tried to shush him when he noticed the way Max avoided eye contact but to no avail.

"Max, are you okay?" Axle asked in a low whisper.

"Max? Who's Max?" 593 asked looking from Max to Axle. Biggs and Lyn looked at each other their eyes wide.

"I didn't say Max, where'd you get that from" Axle tried to cover.

"I heard about this" 341 said his eyes widening in realization. "That's your name isn't it 452?"

"Yes, that's my name" stated Max a defiant look on her face.

"I thought it was just a rumor that you old unit had names, I guess it's true though" 341 proudly said.

"I guess I should tell you mine too, I'm Axle"

"I'm Biggs"

"And I'm Lyn" 593, 341 and 285 looked at the 4 of them in awe.

"I want a name"

"Me too"

"I want one too"

"Okay, okay calm down" said Max, overwhelmed with their eagerness. The three nameless transiences looked at her expectantly. Max thought for a moment then looked at 285.

"You like exploring right?" He nodded in response. "Then you are now Marco, like the explorer". A smile spread across his face.

"What about me?" 593 asked excitedly.

"How about Kat?" 593 scrunched up her nose. "No, it's too plain, all of us have cat DNA I want something better."

"Kit?" Max shrugged thinking of the chocolate bar wrapped in red packaging.

"Yeah, I like it" Kit answered saying the name softly to herself over and over again.

"And me?" 341 asked.

"You can be...I have no idea" Max looked at 341 in an apologetic manner.

"Hey, why don't you pick your name from another language or something?" Kit suggested unable to wipe the smile of her face.

"Let me think" 341 closed his eyes and put his head in his hands for a moment.

"What about hermoso, it means handsome in Spanish" 341 flashed a smile at Max and was immediately hit in response. Everyone sat thinking of a name for 341 when the door to the gym opened.

"Oh no" whispered Lyn who was facing the door. Max took one look at the fearful expressions on everyone's faces and her heart skipped a beat.

"Well, well, well looks like my invitation got lost in the mail. What's going on here?" 494 approached the group with a look that could've killed.

"We couldn't sleep so we thought we'd have some team bonding" Max said standing up and turning to face the angry C.O.

"In case you didn't already know, today is a big day, you wouldn't want to be in solitary and miss the exercise would you 452?"

"Calm down 494, we'll all head back to our cells now no one needs to be punished" Axle negotiated. Biggs joined Max and Axle standing.

"Yeah, forgive and forget, right?" He tried with an uneasy smile on his face. He had known 494 for a long time, usually he was easy-going. He let the unit have their fun as long as he didn't get into any trouble but the past week he had been short tempered and easily angered.

"510, I expected 452 to break the rules but i never suspected that you would become insubordinate too" 494 glared at 510 then looked at the others on the ground.

"All of you go back to your cells, 452 I think we need to have a talk" The others filed out of the gym, Lyn staying long enough to give Max a sympathetic look. Max stood in front of 494 with her arms crossed over her chest. 494 moved closer to her, using his height to intimidate her.

"What do you want" Max asked not pretending to be civil.

"Listen, before you showed up everyone in my unit respected me, I was their C.O but I was also their friend. Then you showed up and now they are sneaking out of their beds at night and disobeying me. If you don't start stepping into line, I will have to punish you, understood?"

Max glared at him biting back the retort that threatened to spill off her tongue.

"Understood" She repeated, she walked around him and headed for the door.

* * *

Unit 3 and unit 6 stood at the edge of the tree line listening to Trainer Phillips babble on about the exercise. 

494 and the C.O of unit 6, 396, stood facing each other. A look of pure hatred mirrored on the others face. Both units were handed their equipment and quickly reported to their C.O for orders. They huddled around 494 while he gave them instructed. Everyone was absolutely silent as they listened to him and Max had to say she was impressed. Not only with his ability to come up with a brilliant plan but also to be able to command so much respect without being a total dictator. They circle of transiences broke up and the trainer blew his whistle. They transiences of unit 3 ran off in various directions, after 30 seconds (plenty of time for a transgenic to run quite far) a second whistle sounded, meaning that unit 6 had now entered the forest.

The exercise had officially begun.

* * *

A/N: Okay i didn't really like this chapter too much but tell me wot u think. Also for anyone who reads these notes there is a little competition. 

NAME 341!!!!! YAY!!!! I really couldn't think of a suitable name for him so try your luck. Impress me.

I'll tell u a bit about 341 to help u a bit ok. 341 is a gossip, he is loud and a bit rude. He is fluent in 7 languages, and talks.. ... a lot. So whoever comes up with a good name for him, i will use that name for him lol. Please please please help me. Also don't b offended if i don't choose the name u came up with im picky.

p.s the name doesn't have to b in english remember that he no's heaps o' languages.

Hope u like this chapter.

xx Austchick


	9. Chapter 9

A/N: YIKES is all i can say. I feel guilty about waiting so long to update i really do. Sorry evry1 but i went away for the holidays and i kinda forgot about updating, whoopsy. I hope u all had a happy new year and evrything. I did : ).

btw i no parts of my story r really confusing, namely the names. Since it is a third person narrative thingo any people i have named will always be reffered to by their names. (except when people r speaking okay) i hope it isn't too confusing.

btw2 (lol) this chapter is packed with heaps of Malecy goodness (lol) but i didn't want to rush things. ok plz review and dont b afraid to give me some much needed advice (lol)

btw3 sorry if there r any mistakes in it i wrote it fast and it is unbetad.

* * *

Max ran through the trees, weapon in hand. She moved quickly and silently, her eyes and ears searching for any movement. The exercise was pretty straight forward, it was an elimination game, it ended once all the members of one unit were disabled. The weapon Max held in her hands was a specially designed gun, made by Manticore. It shot pellets out and if they hit a certain area on the armor (e.g the chest) the beacon inside the armor would turn off, indicating to the trainer monitoring the exercise, that they had been taken out. Each transgenic was only given a small number of pellets so every shot mattered. It only took one shot to the chest to take someone out and several to the abdomen, but Max knew she wouldn't need all of her pellets.

* * *

494 had paired all of unit 3 up. 

Biggs and 612, 169 and Marco, 127 and Lyn. Axle and 738, Kit and 341 and 833 and Max.

As the others stood in their pairs Max and 833 stood scowling at each other, when 494 finished telling them his plan 833 walked up to him, chest sticking out and pout on her lips. She had put a hand softly on his shoulder and whispered in his ear. She then turned to glare at Max who was laughing at a joke told by Marco. 494 looked at her for a moment. She had been getting friendlier with most of the unit while his friendships seemed to have halted, _last night proved it_ he thought bitterly. But for some reason he didn't find himself that mad at Max.

"494? Are you listening to me?" 833 asked annoyed with his silence. 494 looked at her for a second before replying.

"169" he looked over at the blonde haired, blue-eyed transgenic "You are now with 833, 285 you're with me."

Max kept her face blank, she had found friends in a lot of the transgenics in unit 3 but she still was a loner and she liked it that way. Unit 3 ran into the forest when the whistle sounded, all with someone by their side. Max ran alone, with a smile on her face.

* * *

She stopped suddenly, hearing a noise, and dropped to the ground. She stayed perfectly still as she listened closely for any sound. She slowly crept forward through the bushes and grass, her gun ready for fire. She was about to stand up when she heard two shots, she immediatly fell back down to the ground in reflex. She stood up and moved behind a tree, hearing someone moving towards her. She heard their footsteps pass her, she swung around the tree swiftly and pointed her gun at the back of the unknown person. 

"Freeze" She said, almost laughing at how cliche it sounded. Then she pulled the trigger, shooting Unit 6's 2IC right in the back. A beep sounded signalling that he was officially a causulity. He swore, glared at Max then trudged out of the forest to the assigned area. Max picked up his gun and quietly moved off again.

* * *

Meanwhile to the North of Max's position 494 and Marco were trudging side by side through mud. They had yet to come across any members of unit 6 but they had heard some distant shots. They had been walking in silence so they could better hear for the enemy but Marco was growing tired of it. 

"So, 494? What do you think of 452?" Marco asked out of the blue.

"What do you mean?" 494 didn't even bother looking at Marco.

"What do you think of her? As a soldier, as a team mate" He hesitated before adding "As a girl?"

"Uhh..." 494 hesitated, not knowing what to say. "As much as I hate to say it she's a good soldier, strong and uh smart, she seems pretty trustworthy too." 494 paused, searching for the right words.

Marco was one of his best friends, they were not as close as him and Biggs, but they were still good friends. 494 could see Marco wanted to talk to someone about this he just wished it wasn't him. He had never really thought about Max like that she was kind of his arch nemesis in a way and thinking of her as a girl seemed strange to him. He mentally pictured her in his brain. The day when she had walked into the mess hall beside 814, with the biggest smile on her face. He had only seen her smile a couple of times and it almost immediatly turned into a glare when she saw him.

"And?" pushed Marco eagerly awaiting 494's answer. 494 stopped walking and turned to look at Marco directly. He could it in the hispanic transgenics eyes that he really liked Max. 494 felt a wierd feeling surge up inside of him, he began walking again, stifling it.

"What do you want me to say? That she's hot, so is everyother chick in Manticore, we were designed that way" He said dismissivly wondering why there was so much anger behind his words. _What is this feeling? Jeleousy?_ he thought, confused, _That's stupid, me and 452? You only want things that you can't have 494_. He pushed away the thoughts but a little voice remained in his head telling him the idea of 452 and himself wasn't as stupid as it sounded.

* * *

Max moved slowly as she heard noises in the distance, she was sweating a lot and was rather hot. She slunk between the trees and soon heard voices. She bent down low, hiding among the bushes, trying to see the source of the noise. She craned her neck and smiled at the sight that she saw. Biggs, Lyn and 494 all arguing from their hiding space behind a group of tall trees. Max made her way down there, quietly yet loudly enough that they could hear her coming. She didn't want to startle them and have them shoot her by accident. 

"Hey guys, whatcha doing?" She said with a mocking smile.

"We're the last four left" Biggs said while 494 looked out for the enemy. 494 moved back over next to Biggs.

"There are at least five of them left and they're closing in on our posistion" He said quickly looking at Max then focusing his gaze elsewhere. Max narrowed her eyes at him, _now what did I do_, she wondered with an exasperated sigh. She looked around the tree and spotted two transgenics from unit 6 moving towards them, hiding among the tall grass and the trees. She moved closer to the tree to hear 494's plan of action. 494 stood with his back leaning against the tree, Biggs was right next to him, Lyn was next to Biggs and Max moved to 494's other side. As she stood there, half-heartedly listening to 494's plan she studied him. His hair was ruffled and had specks of dirt in it, he had some mud and grass stuck to his uniform and a smear of dirt on his face. She licked her lips as she watched his mouth move, struck with the urge to...

_WHAT THE HELL_? She yelled at herself internally, shaking her head as if breaking a trance.

"Are you ok 452?" 494 asked, concerned with Max's strange behaviour.

"Yeah. I'm fine" she said quietly, a small smile forming on her lips. Lyn, Biggs and 494 all looked at her confused but shook it off, 494 resumed telling his plan.

Max closed her eyes, this feeling was so familiar to her but she just couldn't put her finger on it. Memories flooded her as the feeling took more of a hold on her.

_She was lying in her cot, facing the wall, struggling to fall asleep. Although she often couldn't fall asleep tonight was different. She was sweating and felt even though it was snowing outside. She turned over in her cot so her back was nowf acing the wall. She looked around the room and her eyes landed on 671. He was one of the strongest in the unit, the 2IC. Her eyes roamed over his body, she closed her eyes for a second trying to understand her feelings. Images flashed in her head of 671 and herself doing things. She gasped loudly, stirring another male in her unit 428. His eyes snapped open, he sniffed the air then looked straight at her, a look of pure lust on his face. _

Max opened her eyes again and wiped away a bead of sweat slidding down her cheek. She still didn't fully understand what was happening, she was drowning in both 494's and Biggs' scents and suddenly had great dislike for Lyn.

"Okay everyone ready?" 494 asked looking at Lyn and Biggs, Max frowned when he wouldn't look at her. A low growl escaping her lips. She stepped forward but 494 stopped her. He grabbed her arm roughly and pulled her back, forcing her to face him.

"You got a problem with my plan?" He asked angrily, having heard her growl.

"You could say that" She said with a seductive smile, looking down at 494's hand that was still holding her arm. Lyn looked at Max worriedly, taking a step forward she asked,

"Are you sure you're okay?" Max glared at her as she came closer, standing next to 494. Biggs caught the glare and pulled Lyn back. 494 knew something was wrong with Max, he knew he should be ordering them to go and take down the enemy but for some reason he could not break his hold on her arm. 494 and Max stood there staring at each other, neither making a move.

"Um, guys" Biggs started nervously. 494 and Max turned their heads suddenly and glared at him.

"What?" They both yelled at the same time. Biggs and Lyn didn't comment further, they just stood there looking extremely surprised. 494 looked at them then looked at his hand attached to Max, he pulled his hand away as if he was touching fire. Max seemed to snap out of the wierd mood as well, she took a step back from 494 and closed her eyes, breathing deeply.

_She was in a small cell, all it contained was a cot which took up three quarters of the space. She was lying on the cot writhing madly, she was screaming with pain, but not physical pain. The sheets had been pushed off the bed but she didn't notice. She was howling and screaming, she couldn't stand the feeling of it._

Max kept her eyes closed as 494 instructed Lyn and Biggs on a new plan, a new plan that didn't contain Max.

"452 as soon as we take unit 6 out, I will take you directly to the infirmary until then you will stay here. Understood?" Max managed a nod. 494 was puzzled, he had no idea what was happening to his soldier. He could smell a familiar scent in the air, coming of her, and it was getting stronger by the minute. But there was another scent mingling with the other one. Fear. He rarely smelt it from other transgenics and he really didn't expect someone like Max to ever be afraid. He fought to clear his head but something was making it fuzzy, he stammered as he told Biggs and Lyn the new plan.

Max stood perfectly still, she blocked out the sound of 494's voice and tried to search her memory. She needed to know what was happening to her, this feeling felt familiar and the stronger it became the more she began to dread what it was.

_She was sitting at a desk listening to someone talk. There was three rows of desks, she was sitting at the front. The person up the front was explaining something, she sat in silence as pictures flashed on a white screen. The first was a plain white background with SEX EDUCATION written in black letters. Pictures followed. The first was of lions, two males fighting over one female. There were many more that followed in that manner._

Max's eyes snapped open as realisation struck her.

_SHIT! I'm in heat._

"510, 814 are you ready to go?" asked 494, ignoring Max. Max's mind raced with things she could do. _Solitary. But I need to get of here fast._

She looked over at 494 who had made a delicate, strategic plan up. _Too slow,_ she thought frustrated. She tried to come up with a faster plan then him but it was useless, her eyes couldn't leave his well toned, muscular body. Max shook her head and it took all of her will power but she pulled her eyes away from him. Even though she wasn't looking at him she could not focus on creating a plan. Biggs and Lyn had already begun creeping slowly through the forest. Max looked at the gun in her hand and decided on her plan. _Wing it_.

She ran out from behind the tree taking 494 by surprise.

"452, what the hell are you doing?" He hissed, trying to be as quiet as possible. He wasn't sure if she heard him though as she just kept running. He sighed, exasperated. He cursed angrily then took off after her. He heard two shots and picked up his pace, he was certain Max had been shot.

"What the..." He said surprised, as he saw two transgenics from unit 6, walking towards the checkpoint. He stood puzzled for a moment before resuming his chase.

As Max ran she focused on keeping her mind clear, she acted purely on instinct and reflex. She slowed her pace as she saw movement out of the corner of her eye she swung around pointing her gun at 494 who in return pointed his gun at her.

"Lower your weapon 452" He ordered, lowering his after she complyed. He was about to yell at her for her insubordination but was stopped by a third party.

"494" the voice called from an unknown position "I'm surprised you lasted this long, but sadly we have you surrounded"

"We aren't the last two, we have more people out there still" 494 answered the sneering voice.

"You're right" said the voice. Two shots sounded. "Now you are the last two".

Max was starting to get anxious, she didn't know exactly what was going to happen if she stayed here much longer. 494 moved closer to her, it took all of her strength not to jump him right there.

"How many do you think there are?" he asked quietly.

"I can see four but there may be more" she replied swallowing as she breathed in her scent. "Why haven't they shot us yet?"

"He's teasing us" 494 replied in disgust. She looked at 494, licking her lips.

"I can't wait" she said suddenly and before he could answer she fired off four shots and dived behind a nearby tree. Three shots were let off by the enemy before they were hit and their guns disabled. 494 looked angrily over at Max from behind the tree he was using for cover.

"What was that?" He hissed at her, looking so angry he might actually shoot her. Max ignored him.

"There is still one left" She whispered back, standing up and slowly moving off. 494 followed suit, in the opposite direction. 494 was amazed at Max, he knew she was an excellent soldier but she was far better than he had given her credit for. Basically she had impressed him. He was thinking about her so much he didn't hear someone creeping up behind him.

"494, C'mon I expected better from you, saved by a girl, you're worse than I thought" 369, the C.O of unit 6 said laughing.

"Well she was trained by me so of course she took out your soldiers easily" 494 replied. 369 motioned for him to drop his gun.

"Why not just shoot me?"

"I was hoping we could have a civil conversation for once. No guns"

"Okay then, drop yours"

369 laughed "Nice try 494, I'm the exception". 494 dropped his gun, then looking up he said,

"Then what about hers" 494 said motioning over 369's shoulder. Max came up behind the C.O.

"Hey" she said seductively. 369's smile dropped and he sighed in defeat. Max came around infront of him, beside 494, and looked 369 up and down.

"Maybe after we win, you and me can do something sometime" she pulled the trigger.

* * *

A/N: Well i hope you like it. Because i hadn't updated for a while i stayed up all night writing it just for u. 

plz review please please please.

And thanx to evry1 who reviewed last time.

xx Austchick.


	10. Chapter 10

A/N: Okay i no i haven't updated in a while but it had been so hot here i can't concentrate on anything.

This chapter mainly focuses on the relationships within the unit just so you can see the rivalries, friendships and ahem the more than friendships lol enjoy.

btw: im thinking of adding more characters and ive got a brilliant way to do so. but it wont be for a while.

Also i wrote this mainly at night so the writings not so great sry lol

* * *

Alec grabbed her wrist, stopping her from running again. She looked at him with increasing anger and frustration. 

"494, let me go." It was not a request it was an order.

"Not until you tell me what that was." He straightened his spine, as if to intimidate her.

She stepped closer to him, grabbed his hand and wrenched it off her arm.

"I don't have to explain myself to you" She said through clenched teeth trying to keep her raging hormones at bay.

The ending whistle had been blown seconds after Max had shot 369. As soon as it was over Max had run, trying to get out of the forest and away from 494. She couldn't suppress the heat any longer and she was afraid of what she might do... ... or who.

She turned her back on 494 and took a deep breath, forcing her body to take a step. They were at the edge of the forest and all Max wanted to do was get to solitary. Unfortunately 494 had other plans for her.

"452, come back here right now or I'll have you sent to solitary"

Max continued walking, a smile on her face, she was definitely going to solitary.

She eventually made it out of the forest and was halfway to the main building when 494 once again caught up with her.

"452, just wait a second" he called out to her, causing her to stop and turn around.

"What do you want?"

"I'msorryIyelledatyou" he mumbled all at once.

"What?" Max asked in surprise. She had expected more yelling, more threats, but the one thing she never expected to hear coming out of 494's arrogant, smart-ass, annoying mouth was sorry.

494 ran his fingers through his hair, a sign that he was uncomfortable.

"I guess you could say that I'm impressed" He tried to say as casually as possible, but if he admitted it, this was one of the hardest things he had ever done. Even harder than the mission that went sideways in Mexico, when a terrorist organisation kidnapped the son of one of Manticore's biggest investors.

"First you threaten to have me locked up and now your making fun of me" Max said slowly approaching 494 with a look that he swore could kill.

"I was apologizing, but now I take it back"

"As if you meant it in the first place". By now the two transgenics were full blown yelling at each other. Max let all of her frustration out on 494, she really had no idea why she was yelling but somehow it helped her.

"It's not like you'd care even if I did, face facts 452 you're a bit-" He was stopped by Max. He had no idea how close the two had been standing until she had pulled him to her and covered his mouth with her own. 494's head was immediately clouded with pheromones, he grabbed a handful of Max's hair and began kissing her back. The kiss was filled with lust and passion and they both let their instincts take control. Max moaned as 494's lips left hers and he began kissing her jaw line, then moving slowly down her neck. Max tugged on the hem of 494's shirt and they broke apart long enough for him to roughly pull it over his head. They continued kissing until 494 grew impatient, he pulled on Max's top, causing it to rip.

The sound of the torn material seemed to bring Max to her senses. Her eyes widened as 494's hands moved over her body. It took all of her will power but she managed to push him away before turning and running towards the buildings again.

494 let out a growl, then took of after her.

* * *

Lyn entered the rec. room and glanced around at her unit. They had been a team for almost four years now, with the exception of Max, but to her many of them were still strangers. Lyn hadn't really been close with any of them, she had previously been in a unit with 612, 494 and Biggs, and although she had admired and respected all of them, she was much to quiet to fit in with their big personalities. She looked at all of the groups that had formed within the unit. 

494, Biggs and Marco had always been quite close, they were standing around the pool table joking and betting.

738 and 612 sat near each other both silently reading books, they were very similar and it was understandable that they would like each other's company.

833 and 169 were arguing about something while the nerdy 127 stood between them looking overwhelmed.

Axle and Vad formerly known as 341 were playing some kind of board game, and being very loud.

Lyn was never that social with this unit of any other unit she belonged to. 494 had been her C.O for all of her life and she had always felt safe around him, he was a good C.O and would protect his unit from the mean trainers and such, but Lyn just never really talked to anyone in her unit. Of course she would discuss fighting techniques, guns, anything they learnt about in lessons but she had never had a friend. Since Max had come her life had changed, she was growing more confident and she was happier. She was getting to be good friends with Axle and Kit, and she had been talking much more in general.

Lyn walked over to Kit who was lounging on one of the many couches, she stretched in a very cat like way and sat up when she saw Lyn approaching.

"Hey 814, what's up?" She said in her confident, relaxed way.

"Nothing much" Lyn replied quietly.

"Where's 452?" Kit said noticing the missing transgenic. Lyn looked around the room, noticing that Max was indeed missing.

"I haven't seen her since the exercise, I hope she is okay"

"Don't worry about her, she can take care of herself, I just hope she's not in trouble".

Kit and Lyn spent the rest of rec. time talking, they hadn't been very good friends before Max had shown up, they were just too different. Now that they had a common friend they had discovered that they were actually quite similar.

* * *

Axle exited his cell quietly and walked down the deserted corridor to Max's cell. 

"Max?" He whispered, careful not to wake up anyone else.

"Max? You in there?" After getting no response he maneuvered the file in the door and smiled smugly when he heard it click.

"I'm coming in, fair warning" He walked into the room, peering through his fingers. He walked out of the cell confused, wondering where the hell Max could be. He decided he'd go to the roof, knowing she wouldn't be there.

"Hey Axle, what are you doing up?" A sleepy Biggs asked, rubbing his eyes.

"I _was _looking for Max but now I'm heading to the roof. Do you know where she is?"

"Nah, haven't seen her since the thingo" Biggs replied tiredly, yawning. They both jumped when they heard another cell door opening.

"What are you two doing up?" 494 asked quietly but angrily, not wanting to wake the rest of his unit.

"Whoa man, you don't even look like you were sleeping" Biggs said, loudly and without a hint of subtlety. 494 just glared in return.

In all honesty it was true. He had been thinking about a certain transgenic female ever since they had kissed. For some reason he could not get her out of his head, and although he knew she had been in heat and not in control of her actions, he couldn't help but think there was more to the kiss. He had noticed her staring at him a lot in the past couple of weeks, but not in the way that 833 or any of the other girls at Manticore looked at him, Max looked at him in a sad, wistful sort of way and he had no idea why. He had never met anyone like Max before, she was bitchier, livelier and stronger then any of the other girls at Manticore. He had never seen any girl resist heat like she did. A couple years back, when the girls were starting to experience their first heat cycle, he had seen the trainers break up so many fights among the males. He had seen the feral look in the males' eyes and he could remember the lustful, pure animal look in the females'. He had seen that in Max's eyes just before the kiss, but after they had broken apart he had seen the torn, confused look take over her face, that had puzzled him.

"Hey 494, you must know where 452 is, right?" Axle asked him carefully and hopefully.

"She's in solitary" He said curtly, before turning back and entering his cell.

"Why? Did something happen?" Axle asked growing worried.

"Heat" Is all 494 said before closing his door on the two transgenics.

* * *

Max lay on the cot in solitary, writhing and sweating, unable to keep still. She could not sleep nor could she keep inappropriate thoughts from popping into her heat affected head. After hours of agonizing pain and frustration, Max dropped to the floor and started doing push ups. 

_Might as well do something productive while I'm in here._

She had reached almost three hundred when she stopped with a loud groan, no matter how many push ups she did, her mind kept wandering. She desperately thought of something she could do to preoccupy her heat affected mind.

She smiled triumphantly as she began the push ups again, now thinking of names for her fellow unit mates.

* * *

Max walked into the Mess hall. She had just gotten out of solitary after four long, trying days and her mood was far from good. 

"Hey 452" Lyn greeted, happy to see her friend out of solitary. Axle had told her that Max had gone into heat and about 494's strange behavior.

"Hey" Max said, taking a seat next to Kit and frowning at her food. Max ate in silence as her fellow unit mates chattered away among themselves. She watched in interest as Marco and Biggs told a story about a previous mission to 127 often having to stop due to their laughter. 494 sat next to Biggs often laughing and adding things to their story as well. Max had never really thought about other units in Manticore when she was growing up. She had seen other units briefly, and none seemed as close as her unit had been. She hadn't even thought they would've been friends, merely soldiers in a team, talking solely about orders and missions. Obviously she had been wrong.

She smiled sadly at the memory of Unit 2, Zack, Jondy, Tinga etc. and of course Ben.

She looked up at 494 once again, noticing the sparkle of happiness in his eyes as he joked along with Marco. It had been so many years since she had seen the same sparkle in Ben's identical, hazel eyes.

494 glanced at Max, catching her eyes for a moment, she immediately lowered her head to her bowl, not looking up again.

* * *

Max walked silently down the corridor, towards the gym. She hadn't invited Axle along this time because she needed some time to think. Usually she would go to the roof to think but the subject of her thoughts made her so angry and confused she decided a workout would be necessary as well. 

She waited quietly, hidden around a corner, as the guards did their patrol. After the pulse Manticore had gotten rid of all the cameras, not just because they were useless, they could have easily been replaced, but because anyone could hack into them a loop a circuit. Instead they had posted guards all around the base, more so at entry and exit points. Luckily for Max, they never walked past the cells unless their was a disturbance, and they also never checked rooms.

She entered the gym and walked over to the specially designed punching bag. It was located in the far right corner, the furthest from the door. She breathed out, as if to calm herself then started attacking the bag.

"Stupid...Ass...Jerk...Urgh" She grunted as she repeatedly bashed the bag.

"I don't think even that bag deserves that much abuse Max".

She turned with a smile to see Marco.

"What are you doing here?" She asked Marco, walking over to him, still smiling.

"Couldn't sleep, thought I'd steal a trick and come here for some extra training" He said moving around Max and leaning on the punching bag, she had previously been hitting.

"Now I know why you're so good" He added.

"Well you know what they saw, practice makes perfect". She sighed and sat down.

"Something wrong?" He asked her sitting down near her.

"Nah, just thinking"

"About what?" He said softly, trying to press her for information, he knew she was pretty closed off to everyone.

"About me?" A voice came from behind them.

"Axle, what are you doing here?" She asked chuckling a little at him.

"Shh, I brought company" He said, walking further into the gym followed by Lyn, 127, Biggs, Vad, Kit, 738 and even 612.

They all entered the gym and walked over to Marco and Max.

"What were you guys doing?" Biggs asked raising his eyebrows and stupidly sitting next to Max.

"We were just talking" Max replied punching his arm.

"Ow". The rest also took seats, laughing at Biggs who was rubbing his arm.

"Why did you call him Axle?" 738 spoke up after the laughter had subsided. Axle's, Marco's, Lyn's, Kit's and Biggs' eyes widened, and they all looked at Max. The all feared for a moment what was going to happen, although they loved their names they didn't want to go to psy-ops because of them.

"That's his name" Max stated coolly, as though it was just a normal situation. Axle narrowed his eyes at Max for a moment, not really angry at her though. The silence seemed to go on forever bu finally someone spoke up.

"Cool" 612 said suddenly. Everyone looked at him in astonishment. He was usually the silent one, never really speaking unless necessary. It wasn't that he was anti social he just never really had anything to say.

"Yeah, that is cool" 127 agreed before leaning over to Max and asking, "Can I have one?".

"Wait a second" Everyone looked at 738 as she spoke, worried that she would be against the names. She furrowed her brow then looked at Biggs, Lyn, Kit and Vad. "Why aren't you guys surprised to?"

"We already have names" Lyn practically shouted in excitement "Mines Lyn"

"I'm Kit"

"I'm Vad"

"Biggs"

"And I'm Max".

"Who can I be?" 127 asked, trying to hide his excitement.

"Uhhh...well...when I was in solitary I was trying to keep my mind off...certain things...so I came up with name for most of you". The group looked at her waiting for her to continue.

"Okay, I named you P.C because you're so good at computer stuff"

"So my name is personal computer?"

"No it stands for Perfect Courtesy, 'cos you are always polite" Max said, making it up on the spot.

"Oh, okay I guess that's fine" He said after thinking about it for a while. Max held back a smile as she saw Kit covering her mouth, holding in her laughter.

"What did you name me Max?" 738 said quietly, almost whispering. She was somewhat hurt that Max had not mentioned her name at their training session a few nights ago, but excitement pushed it out of her thoughts.

"You remind me of someone I knew on the outside, her name was Rebecca so I thought, Bec?"

"I love it" Bec replied, smiling.

The group began to chatter about different names and such when the gym door opened startling them all. 494 walked into the gym, an angry look on his face.

"What the hell is this?" He asked half yelling, so the guards wouldn't come. The group in the gym looked terrified and Biggs stood up about to explain. 494 smiled at their scared faces.

"Did my invite get lost in the mail or something" He said laughing, walking over to the group who all relaxed after his comment.

"I think 833 and 169 are on their way too" He added as the circle grew bigger to fit their new arrival in.

"So what were you guys talking about?" He asked as the group remained silent.

"Nothing" They all said in unison as 833 and 169 came and joined them.

"Well actually we were talking about embarrassing moments during common verbal usage" Marco said looking at Kit.

"Shut up" She shouted hitting him over the head.

"What's this about?" Max asked laughing at the scene in front of her.

"While you were in solitary, we were all in CVU and we were talking about sports metaphors and we weren't really paying attention" He said gesturing to himself and Kit "we were arguing about something and she was getting really angry at me, anyway Trainer Jacobs noticed we weren't listening and he asked her 'What does getting to second base mean?' Then she answers 'It's what 285 is gonna get to if he doesn't stop bugging me'" They all burst out laughing, remembering the incident.

"I thought it meant something violent" Kit defended, turning red.

"It was so funny Max" Marco froze as soon as he had said it.

"Max?" 494 asked, looking from Max to Marco. Max's smile vanished, she put on her tough chick face then looked 494 squarely in the eyes.

"Yeah, Max, do you have a problem with that??" She asked sitting up straighter.

"No, actually I've known for a while" The group looked at him in shock.

"What?" They all said at once, surprised by their C.O.

"Before the exercise I heard...uh...Biggs it it? Talking to...Axle" Lyn glared at the mentioned transgenics and Biggs gulped.

"And you're not mad?" Vad asked, slowly shifting away from 494.

"I was mad at first, I knew _Max_ had something to do with it and I didn't know how many of you were named" He sighed and looked around the circle at them all, his eyes lingering on Max for a moment.

"But then I realized there was nothing I could do, and it's not like it's hurting anyone" He smiled at them all "Just don't let the trainers hear about it ok? 'Cos I really don't wanna turn you all in to save my ass". A few small, uneasy laughs came.

"You're joking right?" Marco asked seriously. 494 laughed and ignored the question.

"So how many of you have names?" Those in the group who were named introduced themselves, happily showing off their names. Soon everyone who wasn't named turned to Max looking at her expectantly, 833 was so eager she was pulling on Max's arm which Max was not impressed with.

"Hold up 833, it's 612's turn"

"What do you want to be named?" She asked him, as she had no idea. 612 just shrugged.

"How about Dane?" 494 piped up. Everyone gave him quizzical looks, even 612.

"It was about three years ago, me and 612 were on a mission. It was simple surveillance and we were at this teen cafe thing. We had no idea what to order so we just copied these people in front of us, we sat back at our table and I found the mark, we were supposed to write down everything we saw so I was relaying what I saw to 612 who was writing. After the mark went into the shop across the street I looked over at 612 to see what he had written. It urned around and he was like staring at his danish and like mumbling things then shoved the whole thing in his mouth, he never even wrote anything down" 612 was blushed by the end of the story and 494 was laughing at the memory.

"So what do think?" he asked 612.

"Ok" Was all he said, he really only spoke when necessary.

"So, Maxie what are you gonna name your stunningly handsome C.O?" 494 asked, winking at Max who in return glared at him.

"You're such a smart aleck" She said sighing as if bored.

"That is the only saying in CVU I never understood" Lyn commented "I mean, what's an 'Aleck'?"

"He is" Max said motioning to 494.

"Yeah Alec, I think it suits me"

"If you don't like it I have plenty more that would suit you, like Dick, Jerk, Ass" She said ticking them off on her fingers.

"Well as much as I would like to be named after a piece of my perfect anatomy, I think I'll stick with Alec".

As the group sat in the gym, joking, laughing and naming each other Max sat back and watched as her unit, her friends actually got to act like they were normal. In this moment they forgot that they had training all day tomorrow, they forgot about the rules and they forgot they were different. All of them had been on missions before, they had seen the outside and although they never would consider escaping Manticore, some part of them wished they could be normal. Hanging out with friends, going to school, even being able to wear different clothes everyday was foreign to these teenagers. Max smiled as she watched the group, moments like this is why she knew she could never escape Manticore without them now. She was in too deep, and she knew it.

* * *

A/N: I am so very very sorry guys, its been ages since i updated i no. 

I hope you like it, its a little longer then my other ones but i cant promise they will be this long from now on.

A special thank you to akka who gave me the name Vadin for 341, meaning speaker in Sanskrit.

Also thank you to evry1 who reviewed.

xx Austchick


	11. Chapter 11

A/N: Hey evry1. I no i've been taking ages to update. I really am sorry but I'm back at school and dnt really have a chance to write.

* * *

Max exited her cell and headed towards the showers. It had been a month since the night in the gym where she had named everyone in the unit and she had been in a great mood since then. After her shower she went to grab some breakfast. 

"Hey everyone" She greeted as she sat down at unit 3's table, beside Marco.

"Why'd you get here so late?" Biggs asked sounding suspicious.

"I had another training session with Alec yesterday" she glanced at Bec (738) "and then some other stuff after lights out, so I needed a shower this morning".

Max and Bec had been training every other night for the past month, Bec had insisted they make the training sessions more frequent so she would show more of an improvement sooner. Max taught her to the best of her abilities and it showed. Bec was getting better and better at sparring but she was still no match for Max.

Bec had not only improved at sparring but she was also becoming more confident. She had been socializing more with her unit and as well as X5's in other units too.

As unit 3 chatted away Max glanced at Vad who was staring intently at Bec. Max watched him curiously until he caught her eye. She gave him a questioning look then inclined her head towards Bec, silently asking a question. Vad blushed and quickly looked away. Marco watched as Vad dodged Max's gaze with steadily reddening cheeks.

* * *

As Trainer Barnes stood at the front of the room lecturing Unit 3 on the proper tactics for undetected infiltration, Marco watched as Max stared at Vad with a small smile on her lips. He frowned slightly as Vad turned and blushed when seeing Max. Something was definitely going on. 

Marco waited until Unit 3 was walking down to the shooting range to approach Alec.

"Hey Alec" He said a bit uncomfortably.

"Hey" Alec answered not detecting the unsure waver in Marco's voice. "What's up?"

"What would you if two people in the unit started-" He looked at Alec with his eyebrows raised, Alec just looked puzzled.

"Started what?"

"You know.. ... like dating or something" Alec stopped walking and turned completely to face Marco. He knew that Marco had a thing for Max and he still didn't know how he felt about it. Dating on the other hand, was another matter.

"Why do you ask?" Alec replied carefully, trying to appear nonchalant. Marco shrugged.

"Just wondering" Marco said, walking towards the shooting range.

* * *

Alec walked into the rec. room and slumped on the couch. He closed his eyes for a second, composing himself. 

"Hey man, what's with you today?" Biggs asked sitting beside him. Alec ran his hands over his face and sighed.

"What do you mean?"

"You missed a target at the shooting range, you haven't missed a target since you were like ten"

"So, I was a little off" Alec replied, his voice rising with his increased frustration.

"Then in history you couldn't answer that question"

"I wasn't concentrating"

"Exactly! Why weren't you concentrating?" At that moment Max entered the rec. room, chatting to Lyn. Alec looked up, staring at her, completely ignoring Biggs.

"Oh. that's why" Biggs rolled his eyes. Alec watched as Max walked over to Marco and whispered something in his ear, causing him to laugh. They seemed so comfortable together. Alec stood up and made his way over to Max.

"Training. Now" He said angrily. She looked at him confused.

"We just had training yesterday"

"And we're having it today too" Alec said it as if he was talking to a little kid "Be in the Gym in 5". Without giving Max time to answer he walked off. Marco, who had been standing beside Max the entire time, exhaled loudly.

"What's up with Alec?" Axle asked walking up to Max and Marco.

"I don't know" Marco said quickly, walking off to join Biggs on the couch.

"I'm going to find out. Later" Max smiled at Axle and exited to rec. room.

* * *

Max marched down the empty corridor, heading for the Gym. When she finally reached it she slammed open the door and stomped into the large room. 

"What was that Alec?" She stood with her hands on her hips and a very angry look on her face.

"Don't know what your talking about" He replied, not looking up from the mats he was putting on the floor. He felt so much anger towards Max and Marco and a little voice in his head told him he was jealous. He ignored the voice and decided he was angry because he was their C.O. He couldn't have a couple in his unit. It would interfere with their training not to mention missions.

"C'mon, you've been acting weird all day"

"Let's just get started, okay?"

"Not until you tell me what's with you"

"Just get on the damn mat 452" Alec yelled angrily. Max was surprised, but she complied. She walked onto the mat and stood opposite Alec. Alec looked at her face but he refused to look into her eyes. He knew what was going to be there and he didn't like it, he just needed to blow off some steam. If he saw the fire in Max's eyes he probably would've reconsidered doing it this way though.

* * *

Alec walked back to his cell with a slight limp. He made a metal note never to spar with Max when she was mad, especially with him. As much as he hated to admit it he had over reacted a bit, not that he'd ever say it out loud. 

"Wow! What happened to you?" Biggs chuckled as he watched Alec limp towards his cell. He did not look happy.

"Let's just say I had a run in with the the Hulk". Biggs raised an eyebrow, clearly not knowing who or what the Hulk was.

"You know, the green, muscly guy" Alec sighed as Biggs shrugged "From the movies and stuff"

"How do you know? We are never allowed to watch movied, unless it's for a mission or something"

"I had that mission at the comic convention a couple years back" Alec opened the door to his cell and stepped inside. "Anyways, I'm stuffed. Good night"

Biggs put his foot inside the cell before the door closed.

"What a second, why was it angry?"

"Who?"

"The Hulk?" Alec sighed, not wanting to tell Biggs, relunctantly he opened his cell door wide and gestured for Biggs to enter.

* * *

Everyone filed into the conference room silently. Director Renfro sat at the head of the long table impatiently, she ahd plans for this unit and she wanted them to start now.

"Unit 3. You have proven that you are the best unit in this facility. But even the best unit can be imroved." Renfro abrubtly stood up, almost making them jump.  
"We have decided to create a new unit, it will be made up of the best soldiers of all three facilities. Every soldier in all of the facilities will be put through rigorous testing, the soldiers with the highest scores will be put into Special Forces."

Unit 3 sat there, perfect posture, taking in all of this new information.

"The reason I am telling you all this is because you will not be present during the testing."

A small murmer erupted in the unit, they didn't understand.

"We are sending you on a mission."

* * *

I know it is kinda short and i will try to update soon i promise. thanks for all of your reviews.

Also i have no idea wot this mission wil b lol

if any of u can up with someting that would b a big help : )

xx Austchick


	12. Chapter 12

A/N: Hey everyone. You all should hate me considering how long it has been since i've updated. I'm really really sorry but i lost my muse. Don't worry cos i'll keep writing this story tho. I've kinda detered from the main part of the story and been focussing mainly on Max and Alec so i have to warn you that this may change in the next couple of chapters. More of Max's past will be revealed i promise.

* * *

Alec smoothed the wrinkles from his suit as he stood in front of the mirror.

"How do I look?" He asked, flashing one of his charming smiles at the Max and Lyn.

Max crossed her arms over her chest and grunted in reply, Lyn smiled at her reaction. Alec had chosen Max, Dane, Biggs, Lyn, Kit and himself for the mission, something that Max was not too happy about. Alec walked across the rather large suite, picking some things up along the way, and came to a stop right in front of Max. He looked her up and down before saying, "Wow that outfit really suits you", with a smirk. Max narrowed her eyes at him then angrily stalked out of the room. Lyn chuckled before following Max out of the room. Max had to report for her first shift in ten minutes, something that she was not to happy about.

Biggs moved to the side of the corridor as Max walked past glaring, knowing where she came from instantly. As he walked in the door of Alec's room he ran into Lyn who smiled shyly to him.

"Sorry" She apologized, averting her eyes and staring at the ground.

"No worries" He replied. He moved out of the way letting her pass him, ignoring the inquisitive look he got from Alec.

"Nice suit, it looks good" He said as Alec nodded, taking a seat on the bed, "I'm guessing Max didn't feel the same way about her outfit"

"Well I thought she looked... ...professional" Alec tried to keep a straight face as he said it but failed miserably. The uniform that Max wore was really not that bad, what she hated was the job that she was required to do while wearing it. She had almost refused to come on the mission when she had found out what she was required to do but Manticore doesn't really take no for an answer.

"Well Max looks great in anything" Biggs added with a faked wistful smile, sneaking a glance at Alec to see his reaction. Biggs had noticed the change in Alec's and Max's behaviour towards each other a while ago, their insults had turned to teasing which had led to flirting. Of course neither of them noticed it, they were both to stubborn in Biggs' opinion.

"As if" Alec challenged Biggs, standing up, "Max may look ridiculously hot in any outfit but I know she's not the one you're interested in".

Biggs raised an eyebrow at this then turned away dismissively, "I'm not interested in anyone".

Alec laughed "C'mon Biggs I saw the little dance in the doorway".

"I'm not the one who's been dancing around the girl I like for weeks". Alec froze at this comment, he didn't _like_ anyone.

"What are you talking about?" Alec asked with a smile, "You know I can't dance". And with that they ended the conversation, thinking for a few moments about... ... other things.

* * *

Lyn had caught up to Max and together they entered the kitchens of the hotel. The manager told the staff about an extremely important person who would be arriving shortly, lecturing them about trivial things. Lyn had been hired two months ago as a maid, she, Dane and Kit had been the first to be deployed. Kit had checked in to the hotel as a guest shortly after Lyn had begun work while Dane was hired as hotel security. Biggs was the next to arrive, getting work as a bartender. Max and Alec then arrived, Alec being a guest and Max being a waitress.

Max hated the thought of having to serve snobby aristocrats, while smiling politely. But what she hated more was Alec's relentless teasing.

The staff were dismissed and Max was guided around the kitchen again, just to make sure she knew where everything was. She inwardly sighed as she was handed a notebook and pen. She paid no attention to the waitress re-explaining everything she had already learnt, instead Max studied the kitchen again, taking note of all the exits and other such things.

"If you have any questions just come find me 'kay" The blond waitress smiled at Max as she walked through the swinging doors to the lounge.

"This mission better finish fast" Max groaned to herself as she followed the other waitress into the lounge, a fake smile plastered on her face.

The dining lounge was quite luxurious, with plush leather seats around dark wooden tables, the wall paper was a deep red, matching the carpet.

"Hello sir, may I offer you a beverage" Max politely asked, wishing the perverted old guy she was serving would make eye contact and stop staring at her chest.

"Gin and tonic".

Max got a few other drink orders barked at her as she made her way to the bar. She glared at Biggs as she approached the bar, already tired of serving pompous, rich aristocrats. She leaned against a bar stool as Biggs began mixing drinks.

"Can't you go any faster?" Max pouted.

"Jeez, someone's grumpy" Biggs muttered, not intending for Max to hear him.

"Excuse me? If I wasn't wearing this skimpy little skirt I would climb over this bar and beat your ass" Biggs swallowed, getting the message loud and clear.

"That's no way for a young lady to talk, Maxie" Max felt warm breath on her neck, she turned, seeing Alec standing right behind her. He ordered a drink and casually leaned against the bar with a smirk on his face.

"And how would know how a lady is 'sposed to talk?" Max crossed her arms over her chest.

"Let's just say I've been with a lady or two and none of them have your potty mouth" He leaned towards her as he said it, smirking at her the whole time, he loved getting her riled up. Max let out an annoyed growl, grabbed her tray of drinks and left to deliver them to the people who had ordered them.

"Man, why do you have to get her so angry?" Biggs asked, briefly turning off his comm.

"I have no idea" Replied Alec, his eyes following Max's movement through the lounge.

* * *

"Target has arrived" Dane inconspicuosly whispered into his comm. He was stationed at the entrance of the hotel, waiting for the V.I.P to arrive.

"Okay everyone, showtime" Alec slowly made his way over to a brunette who had, not so subtly, been staring at him.

"Hi, Brad Nelson, and you are?"

Max gagged when she saw Alec talking to some bimbo, she almost dropped her serving tray when he placed his hand on the womans thigh. To make matters worse, he had left his comm. on. Max angrily placed the plates of food she had been carrying on the correct table, then marched over to Alec.

"Mr, Miss, may I get you a drink?" She said in her sweetest voice. Alec smirked up at her and ordered a scotch, while the woman ordered a martini, shaken with two olives. As Max walked towards the bar, Alec turned his head without thinking, watching the sway of her hips ... ... among other things.

"Are you checking her out? The waitress?" The brunette asked Alec, affrontedly. Alec's head whipped around, praying Max wasn't listening.

"What? No, no... Why would I look at her when I have the most beautiful girl in the room righ in front of me?" _Flash her a smile and she'll believe anything_ Alec laughed inwardly.

Biggs was also laughing, having heard Alec's save over the comm., as Max approached he swore he saw a faint smile peeking through her Manticore mask.

* * *

Lyn walked into room 309, pulling the trolley behind her.

"Ugh" She moaned as she saw the state if the room. It was going to take her ages to clean up this mess. She sighed in defeat, knowing that she might as well just get in over and done with.

She exited the now clean room, it would have taken her hours if she did not super speed and other such skills. She walked down the corridor pulling the cleaning trolley behind her. As she walked she thought about Max, wondering how different things would be with out her, she was so deep in thought that she didn't notice the group of Italian men right in front of her.

"Oh!" She said in surprise as she stopped just in time, nearly hitting them. "Sorry".

The three men at the front of the group all wore matching black suits, and ear pieces. Obviously they were security, but who's.

"That is perfectly alright, miss ... ..?"

"Beatrice, Beatrice George" Lyn answered, watching as the man who had spoken stepped out in front of the security men. He wore a grey Armani suit with shiny Italian shoes, his fingers were covered in gold rings and his hair was slicked back with way to much hair gel.

"Well miss George, may I offer an invitation. We have just arrived and are in need of guests" he leaned in close to Lyn, so close that she could see everyone of his tiny little pores, without using her super human eyesight.

"Oh" She said, ducking her head as if to hide a blush "I have to work"

"Consider my door always open" He walked past Lyn, who still stood with her head down, this time to cover her digust. After he had walked away she radioed in.

"Did you guys hear that?" She asked the others.

"Yep"

"Yes"

"Uh huh"

"Yes"

They all waited a moment.

"Yes"

* * *

Max watched as Biggs froze. They could all hear what the target, Italian mafia leader Chas Polliardello, was saying to Lyn. She had known for sometime that Lyn liked Biggs in a non friend way, Lyn had told her a couple of weeks ago, and Max suspected Biggs felt the same way.

_Max rose from her bunk at the sound of knocking at her door. She inwardly sighed, she had wanted to sleep tonight, she hadn't done so for a few nights and was feeling rather drained._

_"Hey Lyn" She smiled as she stepped aside to let Lyn come into the cell._

_"Hey Max". Max frowned slightly at the look on Lyn's face. She sat on the cot and patted beside her, gesturing Lyn to sit down._

_"Are you okay?" Max asked, concerned by the conflict in Lyn's eyes._

_"I need your help". Max's eyes clouded as the words rang through her mind, something about those words were so familiar._

_"Max!" Max shook her slightly, her eyes came back into focus. "There is something I need to tell you"_

_"Shoot" Max said, hoping that Lyn wasn't in any sort of trouble. Lyn had sort of been her life line at Manticore, keeping her sane and always making her feel wanted. Lyn was the reason that Max hadn't escaped long ago, she could never leave now, not without Lyn, Biggs, Axle and even Alec._

_"I kinda...well it's just... ...I think I"_ _Lyn stumbled over the words, searching for the right ones. Max sat confused, not knowing if she was sick and/or how to make her feel better. Lyn closed her eyes suddenly and Max leaned into her, placing Lyn's head on her shoulder._

_Lyn sighed, "I think I like Biggs". Max's eyes widened._ What?!.

* * *

A/N: I know its really short but i had exams and camp and other stuff going on. Tell me what you think of Lyn and Biggs and other pairings if you want some more.

Plz Plz Plz Plz Plz review. I promise it will make me update faster and I love hearing your opinion about the characters and storyline. Also it makes me feel as though i'm doing something right :)

xx Austchick


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